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Home My WebLink AboutResolution 94-121 05/16/1994~es®llltl®~ No. 94-121 N.C.S. of the City of Petaluma, California RES®LiJTION I~ECLAIZING V®L1JIVTEERS ELI(iII3LE Ii®I~ WOIZI~EIZS' C®11~PE1VSATI®N C®VERAGE WHILE U1olI~Elt CITX I~IItECTI01~1, IN ACC®Iti)ANCE WITH SECTI®N 3363.5 ®F TIIE LAI3®I~ C®I)E WIIEIZEAS certain City departments are interested in operating programs that would utilize volunteers, and WIIEItEAS volunteers serve without pay, do not fit into an employer- employee relationship and are not typically covered by the City's Workers' Compensation Program, and WIIEI~EAS the City has determined that it is in its best interest to have persons performing voluntary service covered by its Workers' Coffipensation Program, now therefore I3E IT ICES®I.VEI) that the City Council approves the provision of Workers' Compensation Insurance coverage for persons performing voluntary service, pursuant to Section 3363.5 of the Labor Code. This action to become effective Allay 16, 1994 _ Under the power and authority conferred upon this Council by the Charter of said City. REFERENCE: I hereby certify the foregoing Resolution was introduced and adopted by the Approved as to Council of the City of Petaluma at a (Regular) (~C~,~€f~~~~)~Ye`~meeting form on the ..---~..~:kll.----...... day of ................~~....-.............................., 19..94., by the following vote: City ttorney AYES: Sobel, Hamilton, Barlas, Shea, Vice Mayor Read, Mayor Hilligoss NOES: None ABSENT: N ne (Nel ned 4/4/94) ATTEST : ....... ........... --......--- ........- -.... ......-.......-.....--•-----.. .._-..-.- City Clerk Mayor Council File ................................... 94-~ 21 CA 10-85 ~ Res. No . .............................. N.C.S. CITY OF PETALUIGIA LOCAL AGENCY RESOLUTION NUMBER 94-122 NCS :RESOLUTION AUT)f-IORIZING AND APPROVING THE BORROWI1vG OF FUNDS FOR FISCAL YEAR 1-9941995 AND THE ISSUANCE AND SALE OF A 19941995 TAX AND 'REVENUE ANTICII'ATION NOTE THEREFOR AND PARTICIPATION IN THE CALIFORNIA .COMMUNITIES CASH FLOW FINANCING: PROGRAM WHEREAS, local. agencies are authorized by 'Section'-53850 to :53858, both inclusive, of the Government Code of the State of .California (the "Act").:(being Article 7.6, Chapter 4; Part 1, Division 2, Title 5 of the Government Code) to borrow money by the issuance of temporary notes; WHEREAS, the legislative body (the "Legislative Body") of the local agency specified in Section 25 hereof (the "Local Agency=') has determined that a sum (the.''Principal Amount"), not to exceed the Maximum Amount of Borrowing specified in Section 25., which 'Principal Amount is to be confirmed and set in the Pricing Confirmation (as defined in Section 4 :hereof), is needed. for the requirements of :the: Local Agency, to satisfy obligations. of the Local Agency, and that it is necessary that said Principal Amount be borrowed. for such purpose at this. time by the issuance of a note therefor in anticipation of -the receipt of taxes,. income, revenue, cash receipts and other moneys to be received by the Local Agericy for the, general fund:. ofthe Local Agency attributable to its fiscal. year ending June 30, 1995 ("Fiscal Year 1994-1995"); WHEREAS,, the Local Agency hereby determines .to borrow, for the purposes set forth above, the Principal Amount by 'the .issuance of 'the Note (as hereinafter defined); WHEREAS, it:appearS, sand this Legislative Body hereby finds and determines, that the Principal Amount, when added to the interest.payablethcreon, does not exceed eighty-five percent (85%) of the estimated amount of the uncollected taxes, income, revenue (including; butnot limited to, revenue from the state and federal governments), cash receipts and other moneys of the Local Agency attributable to Fiscal Year 1994-1995 and :.available for the payment of the principal of the Note. and the interest thereon; WHEREAS, no money has heretofore been borrowed by or on .behalf of the Local .Agency through the issuance of tax anticipation notes or temporary notes in anticipation of'the receipt .. • of, or payable from or secured by:, taxes, income, revenue, cash receipts or other moneys for Fiscal Year 1994--1995; Copyright, 1994; Orrick; .Herrington & Sutcliffe. All rights reserved. LA1-7727.5 CSCDA MEMBER RESOLUTION ~~~j,~~a 'J ~ 12 ~ :N C WHEREAS, pursuant-to Section 53856 of the Act, certain moneys which will be received by the .Local Agency during and attributable to Fiscal Year 1994-1995- can be pledged for the payment of the principal of'the Note and the interest thereon (as hereinafter provided); WI~EREAS, the Local Agency has determined that it is in-the best interests ofthe Local Agency "to participate in the California Communities Cash.'.Flow Financing Program (the "Program"), whereby participating focal agencies (collectively, the "Issuers-") will simultaneously issue tax and revenue anticipation notes; WI~EREAS, the ,Local Agency shall confirm at the time of execution of "the Pricing Confirmation the marketing. of~its Note as either part of;a pool of some or-all of the notes issued by other local agencies participating in, the Program or as an individual Note; WHEREAS, the Program. requires the participating Issuers to sell their tax and revenue anticipation notes to the California Statewide Communities', Development Authority (the "Authority") pursuant to note purchase .agreements (collectively,, "Purchase Agreements"), each between such individual Issuer andahe Authority, and,dated as of the date of theiPricing Confirmation, a form of which has been submitted to the Legislative Body; WHEREAS, the Authority; pursuant to the advice of Sutro & Co. Incorporated, as underwriter for the Program (the "Underwriter"), will form one or more pools of notes (the "Pooled. Notes") and assign each note to a particular pool (the "Pool") and: sell a series (the "Series") of bonds (thee. "Bonds") secured by each Pool pursuant to an indenture .(the "Indenture") between the Authority and U.S. Trust Company of California, N.A., as trustee (the "Trustee"); each Series distinguished by whether or what type(s) of Credit .Instrument(s) (as hereinafter defined) secure(s) such Series, by the principal :amounts of the notes assigned to the Pool or by other factors, or, alternatively, the Authority maymarket any of the notes individually (the. "Separately Marketed Notes"), and, the Local Agency hereby acknowledges and approves -the discretion of the Authority, acting upon'the advice of the Underwriter, to assign the Note to such -Pool and. such-Indenture as the Authority may determine or, if the Authority so determines, to market the Note' individually;. WHEREAS, if, at the time of execution of the Pricing Confirmation, the Local Agency confirms that its Note will be.a Pooled Note, the Local. Agency will (in the- Pricing Confirmation) request the Authority to issue a Series of Bonds pursuant to an Indenture to which the Note will be assigned by the Authority in its discretion; acting upon the ..advice of the Underwriter, which Series of Bonds will be payable from payments of principal of and interest:on the Note and the other notes comprising the same Pool and assigned to the same. Indenture to which the Note is assigned; W,I~REAS; if, at the time of execution of the Pricing Confirmation, the Local Agency confirms. that its Note; will. be a Separately Marketed -Note; the Local Agency will (in the Pricing Confirmation)' request the Authority to market the Note individually; WHEREAS, as additional security for the Owners of each Series of Bonds, all or a portion. of the- payments. by all. of the Is"suers of the notes assigned to such Series may or may not be secured (by virtue or in form of the Bonds., ~as indicated .in the Pricing Confirmation, being secured in whole or in part) by an irr_ evocable letter (or letters), of credit or po1'icy (or policies) of insurance or proceeds of a separate bond issue issued for such purpose (the "Reserve Fund") or other credit instrument (or instruments) .(collectively, the "Credit Instrument") issued by the credit provider or credit providers designated in the Indenture, as finally executed (collectively, the "Credit Provider"), pursuant to a credit agreement or agreements or commitment letter or letters or, in the .case of the Reserve Fund, an indenture (the "Reserve Indenture") (collectively, the "Credit Agreement") between (i) in the case of an irrevocable LAI'-67863.4 ~~®e ~ ~ v ~ ~ ~y ~: ~CSCDA MEMBER RESOLUTION letter (or letters) of credit or policy (or policies). of insurance, the Authority and. the respective Credit Provider and:(i) in the case of the Reserve,Fund, the Authority and U.S. Trust Company of California, N.A., as trustee of the Reserve Indenture (the "Reserve Trustee''); WHEREAS, if, as designated in the Pricing- Confirmation, the Credit .Instrument is the Reserve Fund, bonds .issued pursuant to the Reserve Indenture (the "Reserve Bonds'') may, as indicated in the Pricing Confirmation; be secured by an irrevocable. letter of credit or policy of insurance or, other credit instrument (the "Reserve Credit Instrument'') issued by the credit provider identifiedin he Reserve Indenture as finally executed. (the "Reserve Credit Provider"), pursuant to a credit agreement. or commitment letter (the "Reserve Credit Agreement") identified in the Reserve Indenture as finally executed, such Reserve Credit Agreement being between the Authority and the Reserve Credit Provider; W~IEEREAS; the net proceeds of the Note may be invested by the Local Agency in Permitted Investments (as' defined in'the Indenture) or in any other investment permitted by the laws of the State of California; as now in effect and as hereafter amended,. modified or supplemented from time to time; , WHEREAS, as part of the Program each participating Issuer approves the,Indenture, the- alternative forms of Credit .Agreements, if any, and the alternative forms of Reserve Credit Agreements, if any,, in substantially the forms presented to the Legislative Body, with the final form of Indenture, type: of Credit Instrument and corresponding Credit:. Agreement and type of Reserve Credit Instrument and corresponding Reserve Credit Agreement, if any, to be determined and approved by the Pricing Confirmation; WI-IEREAS, pursuant. to the Program .each participating Issuer will be responsible for its share. of (a) the fees of the Trustee or Paying :Agent (as hereinafter defined), as applicable and fhe costs of issuing.; the applicable .Series of Bonds or Separately Marketed Note; as applicable, ..and (b), if applicable, the fees of the Credit -Provider, the fees of the Reserve Credit Provider (which shall be payable from, among other sources,,, investment earnings on the -Reserve Fund and moneys in the Costs of Issuance. Fund established 'arid held under the Indenture), fhe Issuer's allocable share of all Predefault Obligations and the Issuer's Reimburseme"nt Obligations; if any (each as defined in the Indenture); W~-IEREA$; pursuant to the. Program each participating Issuer whose Note is a Pooled Note will be responsible for its share of the fees of the Reserve Trustee and the costs of issuing the applicable Series of Reserve .Bonds., all such. costs and fees being payable from the proceeds of the applicable Series of .Bonds (or, with. respect to. costs and fees of the Reserve Credit Provider, as may otherwise be provided in the Reserve. Indenture); WHEREAS, pursuant to the Program, the Underwriter will submit. an 'offer to the Authority to. purchase, in the case of each Pbol of Notes, th"e Series of Bonds which will be secured by the Indenture to which such Pool will be assigned and, in the case of a Separately Marketed Note, the Note itself; and WIEREAS, it is necessary to engage the services of certain professionals to assist the Local Agency in :its participation in the Program; :NOW;, THEYtEFORE, the Legislative :Body hereby finds, determines, declares and resolves as;foll`ows. Section 1•. 'Recitals. This Legislative Body 'hereby finds. and determines that the above recitals are true and correct. LA1-67863.4' ffi~ri~~1e ~ ~ ~ ~ ~ ~ aT ~ ~ 3 CSCDA MEMBER RESOLUTION Section 2. Authorization of Issuance:" This. "Legislative Body hereby finds .and determines. ~to borrow sglely .for the ,purpose of anticipating' taxes, income, revenue, cash receipts and other moneys to be received by the Local Agency for the.general fund of the Local Agency attributable to Fiscal. Year 1994-1995, and not pursuant to any common plan of financing of the Local Agency," by the issuance of a note in• the Principal Amount under Sections 53850 et seq. of the Act, designated- the Local Agency's " 1994-1 Q95 Tax and Revenue Anticipation Note" (the "Note"), to be issued in; the case of a Pooled Note in the for-m of one fully registered note• at the Principal Amount thereof and irr the ease of a Separately Marketed Note.;in the form. of fully registered notes 'in denominations of five thousand dollars ($5,000) or any integral multiple thereof, .aggregating to, the Principal Amount, in each case to be dated the date of its delivery to the initial purchaser.:thereof; to mature (without option of -prior redemption) not more than. thirteen months thereafter on "a date indicated on the face thereof and determined in the Pricing Confirmation, (the "Maturity Date"), and to bear interest, payable at maturity and- computed upon the basis of a 360-day year consisting of twelve 30-day months, at a rate not to exceed ten. percent (1'0 %) per annum as determined in the, Pricing .Confirmation and indicated. on the; face of `the. Note (the "Note Rate"). If`the Series of Bonds issued" in connection with the Note is secured in whole or in part by a Credit Instrument or such Credit Instrument (other than the Reserve Fund) secures the .Note in whole or in part and all principal of and interest on the :Note is not paid in full at :maturity or payment of principal of and interest on the Note is paid (in whole or in part) by a draw under, payment by or claim upon a Credit Instrument which draw; payment or claim is not fully reimbursed on such date, such Note shall. become a Defaulted Note (as defined'in the Indenture),, and the unpaid portion (including'the interest component, if applicable) thereof (or the portion (including the nterest;component, if applicable) thereof with respect to which a Credit Instrument applies -for which reimbursement on a draw, payment or claim has not been fully made) shall. be deemed outstanding and shall continue to bear interest thereafter until paid' at the Default Rate (as defined i'n the Indenture). If the Credit Instrument is the Reserve Fund and the Reserve Bonds issued to fund. the Reserve' Fund are secured by the Reserve Credit Instrument and a Drawing (as defined in the Indenture) pertaining to the Note is not- fully reimbursed by the Reserve Principal Payment Date (as defined in the Indenture), such Note shall become a Defaulted Reserve Note {as defined. in the Indenture), and. the unpaid portion (including the interest component, if applicable) thereof.(or portion (including the interest;component, if applicable) withrespect to which the Reserve Fund applies for which. reimbursement on a.Drawing has not been. fully made) shall be deemed.. outstanding and•shal"1 continue to bear interest"thereafter until paid at the Default Rate. If the Note or the Series of Bonds issued: in connection with the Note is unsecured in whole or in part and: the Note .is not fully paid at maturity; thee. unpaid portion. thereof (or the portion thereof to which no Credit Instrument applies which is unpaid); shall be deemed, outstanding and shall continue to bear interest thereafter until paid at the Default- Rate.. In each case set..forth in the preceding three sentences,. the obligation of the Local Agency with respect to such Defaulted Note or unpaid Note shall not be a debt or liability of the Local Agency prohibited by Article XVI; Section 18 of the California Constitutio.n,:and the ,Local.-Agency shall not be liable thereon except to the extent of any available ,revenues attributable to Fiscal Year 1994-1995, as prodded in Section 8 hereof. The percentage, of the Note tb which a• Credit Instrument; if any'; :applies (the. "Secured .Percentage'') shall be (i) equal to :100'%, if the size of the Credit Instrument; is greater than or-equal to the aggregate amount of principal of and ..interest on all unpaid notes (or unpaid portions thereof) assigned to the particular Series of Bonds as of the maturity date or (ii) equal to the amount of the 'Credit Instrument divided by the aggregate amount of unpaid principal. of and interest on such unpaid notes (or portions thereof).,. expressed as a percentage,.. if the size of the Credit Instrument:. is aess than the aggregate amount of unpaid principal of and interest on such unpaid notes (or unpaid portions thereof) as of ;the maturity date. 'The percentage of the Note to which the Reserve Credit Instrument; if any, apgles~(the "Secured Reserve Percentage") shall be (i) equal to 100%, if 'the size of the Reserve Credit Instrument is greater than or equal to the aggregate amount of principal of and interest on unpaid notes (or unpaid portions thereof, including, the interest component if applicable) assigned to the particular Series of Bonds (secured by the Reserve-Fund funded. by the Reserve Bonds secured by the Reserve Credit Instrument) as of the Reserve Principal. Payment .Date or (ii) equal to the amount of the LA1-67863.4 ~~~~~ ^ q ® ~ ~ ~ Aj ~ ~ 4 CSCDA MEMBER RESOLUTION Reserve Credit Instrument ,divided by the aggregate amount of unpaid principal of and interest on such unpaid notes (or portions:. thereof, including, the interest component; if applicable), expressed as a ;percentage, if the size, of the Reserve Credit Instrument 'is~ less than the aggregate amount of unpaid principal, of and interest on such unpaid notes (or unpaid portions thereof) as of the Reserve Principal Payment -Date. Both... the principal of and. interest on the Note shall. be payable in lawful money of the United States of America, but only upon.. surrender thereof, at the. corporate trust office of U:~S. Trust Company of California, N.A.: in Los Angeles.; California. The Principal Amount.ofthe Note shall, prior to the issuance thereof, be ;reduced from the Maximum Amount: of Borrowing specified .above. if and to the extent necessary to obtain.. an approving Iegal opinion of :Orrick; Herrington & Sutcliffe ("Bond. Counsel") as to the legality thereof -and the exclusion :from gross income for federal tax purposes of interest thereon. The Principal Amount of the Note shall, prior to he .issuance thereof, also be reduced from the Maximum Amount ofBorrowing specified.above, and other conditions shall be met by the Local Agency, if and to the extent necessary to obtain from the Credit Provider or the Reserve Credit Provider, as the case may be, its agreement to issue the Credit. Instrument or Reserve Credit Instrument; as applicable. If the Note is; a Pooled.. Note and the Credit. Instrument. i5 the Reserve Fund which is backed by a Reserve Credit Instrument,=the issuance of the Note shall be;subject to the approval of the Reserve Credit Provider. Notwithstanding anything to the contrary contained herein, the decision,of the Credit Provider .to issue: the Credit Instrument and the. approval of the Reser--we Credit Provider of the issuance of a Pooled Note shall. be totally discretionary on the part of the Credit Provider or Reserve Credit Provider, as applicable,, and, nothing herein shall be construed to require the Credit Provider or Reserve Credit Provider to issue a Credit'Instrument or. approve the. issuance of a Pooled Note, as applicable. Whether issued as a Pooled Note or a Separately Marketed Note, the Note shall be i"ssued in conjunction with the note or notes of-one or more other Issuers as part of the Program and withn'the meaning of Section:53853 of the Act. .Section 3: Form. of Note. The Note shall be issued ,in fully registered form without coupons and shall be substantially in'fhe form and substance set forth.,n.Exhibit A as attached hereto and by reference incorporated. herein, the blanks in said forms to be filled. in with appropriate words and figures. Section. 4.. Sale of Note; Dele a~ tion, Any one: of the authorized representatives of the Local Agency; as set forth: iri Section 25 `hereof .(the "Authorized Representative"), is hereby authorized and.. directed. to :negotiate, with' the Authority, an interest .rate on the Note to the stated maturity thereof, which shall. not exceed ten percent (10 %) per annum„ and the purchase price to be paid by the Authority for :the; Note, which .purchase price shall be at a .discount which when'added to the Local Agency's sharer of "the costs of issuance shall not, be more han one percent: (.1 %') of the:principal amount of the Note., and, if such interest rate and price. and other terms of the sale of the; Note set out in the Pricing Confirmation are acceptable to 'the:.Authorzed Representative; the .Authgrized Representative is hereby further authorized,and directed to ,execute and deliver-the pricing confirmation supplement: to be delivered by ahe IJnderwrifer (on behal'f.of the Authority) to the Local Agency on a date within 10 days of said negotiation of interest rate sand purchase price during the period from May 1, 1994 through March 1, 1995 (the "Pricing Confirmation".);, substantially: in the form presented.to this meetng.as Exhibit'A to the Purchase Agreement, with such .changes therein as the Authorized Representative shall require or approve, .and such other :documents or certfcafes.:requred to be executed and delivered 'thereunder or to consummate the transactions contemplated: hereby or thereby, for and in the name and on behalf of the Local Agency, such apprgval 6.y this Legislative Body and the Authorized. Representative to be conclusively evidenced by such execution and: delivery, Any Authorized Representative is hereby further authorized to execute and deliver, prior. to the execution and delivery of the Pricing .Confirmation, the Purchase Agreement LA1=678.63.4 ',~ CSCDA MEMBER RESOLUTION ~~RE~O. g ~~4 ®~ 2 2 N C~ substantially in the form presented fo this meeting, with such changes therein as the Authorized 'Representative shall .require or approve, 'such approval. to be "conclusively evidenced by such execution :and delivery; provided, however, that the Purchase Agreement shall riot` be effective and binding on the Local Agency until the execution and delivery of the Pricing Confirmation, Delivery of an executed. copy of the. Pricing ,Confirmation by fax. or telecopy shall be deemed effective execution and. delivery 'for 'all purposes. Section" 5: Program Approval The Note shall be a Separately Marketed Note or ;a Pooled Note, as set forth in the- Pricing Confirmation. In the ease of _ Pooled Notes, the Pricing Confirmation may, but .shall :not be required to, specify the Series of Bonds to the Trustee .under the Indenture for which the. Note will be assigned. (but need not include information about other- ,notes assigned: to the same pool or their Issuers).., The Pricing Confirmation shall indicate whether 'and 'what type of Credit Instrument.: and, if applicable, Reserve Credit In"strument will apply. The forms of Indenture; alternative general types' and.fgrms of Credit,Agreements; if any, and alternative .general. types and. forms of"Reserve Credit Agreements, if any, presented to this meeting are hereby acknowledged; and it is acknowledged that the Authority will execute and deliver the Indenture, one or more Credit Agreements, if applicable; and. one or more ,Reserve Credit Agreements, if applicable, which shall be '.identified in the Pricing Confirmation, in substantially one or more' of :said forms with such changes therein as the Authorized .Representative who executes the Pricing Confirmation shall require or approve (substantially final forms of the Indenture; 'the Credit, Agreement and; if applicable, the Reserve Credit Agreement are to be delivered to the Authorized Representative concurrent with-the Pricing Confirmation); such approval of the Authorized Representative and this Legislative Body to be conclusively evidenced by the execution. of the Pricing.' Confirmation. Iri the case: where the Note is to be assigned to an Indenture, it is acknowledged that the Authority is authorized and' ;reque"steel to issue Bonds pursuant to and.as provided. in the Indenture as finally executed. If the Credit Agreement identified.in the..Pricing Confirmation is the:Reserve;Indenture, it is acknowledged that the Authority will issue the Reserve .Bonds pursuant to and as provided in the Reserve Indenture as finally executed. Any one of the Authorized Representatives of the Local Agency is hereby authorized and directed to provide the Underwriter with such information. relating to the Local. Agency as the. Underwriter shall reasonably request for inclusion in -the Preliminary Official Statement and. Official Statement of the Authority in the case where the Note is a. Pooled Note or in such other offering document prepared in the case of a Separately Marketed Note. ,Upon.,inclusion of the information relating to the Local Agency therein; the Preliminary Official Statement and Official Statement or such other offering document is, except for certain omissions, permitted' by Rule 15e2-12 of the Securities Exchange Act, of ,1934, as amended (the "Rule"), Hereby deemed final within the meaning of the Rule with respect. to the Local. Agency. If, at any timeprior to the .execution of the Pricing Confirmation, any event: occurs as a result.. of which the information ,contained in the Preliminary Official.. Statement or o"ther offering document. relating to the Local Agency might include an untrue statement of a material fact or omit to state any material, fact:necessary to make the statements therein, ;in light of-the circumstances under which they were made, not misleading, the Local Agency shall promptly notify the Underwriter.. In the event the Pricing Confirmation specifies, that the Credit Agreement shall be a Reserve Indenture; it. is acknowledged that the Authority will issue the. Reserve Bonds for the purpose of credit enharicement of ahe Bonds pursuant to and as provided in the -Reserve Indenture as finally executed in accordance .with the preceding paragraph. Subject to Section 8 hereof, the Local Agency hereby agrees°that if the Note. shall. become a Defaulted Note, the unpaid portion (including the interest component, if applicable) thereof or the portion (including the interest component, if applicable) to which a Credit Instrument applies for which LA1-67863.4 ~, 6 CSCDA MEMBER RESOLUTION '~SOa94-~22N~"~ full reimbursement on a:draw; paymentor claim'has not been.made by the.MaturityDate shall be deemed outstanding and shall nof_be deemed to be paid until O zany Credit Providerproviding aCredit Instrument. with respect to the Note :or the Series of Bonds issued in connection with ,the Note, has been reimbursed for any drawings, payments or claims made under or from the Credit Instrument with~respect to the Note; including interest .accrued thereon, as provided therein and 'in the applicable Credit Agreement, and, (ii) the holders of the. Note or Series of the Bonds issued in, connection.. with the Note are paid the full principal amount represented by the unsecured portion qf. the 'Note plus interest accrued. thereon. (calculated at the Default R"ate) to ,the date of deposit of sucfi;aggregaterequred amount wfh the Trustee For purposes of clause (ii} of the preceding sentence, holders of the Series of Bonds -will be ,deemed to have received such principal amount upon deposit of such moneys with the Trustee. Subject to Section 8:hereof, ""the Local Agency hereby agrees that if the Note~shall become a Defaulted.Reserve Note; the unpaid portion (including,the interest .component, if applicable)"thereof or the portion (including the interest component, if applicable) to which a Reserve Credit -Instrument,. if any, applies for which full reimbursement on a Drawing has riot been~made'by tli'e Reserve. Principal Payment Date shall `be deemed outstanding and shall not be. deemed paid until O any .Reserve Credit Provider providing a Reserve Credit .'Instrument. with respect to" he :Reserve Bonds (against the Reserve Fund. of which such Drawing was made)' has been reimbursed for any drawing or payment made under the Reserve Credit Instrument with respect to the Note, including interest accrued thereon, as provided therein and in the Reserve Credit Agreement, and (ii) ,the holders of`the "Note or Series of Bonds issued in connection with the Note: ;are paid the full principal amount represented by the unsecured portion. of the Note plus interest accrued thereon (calculated at the Default Rate) to the date of deposit, of such aggregate required amount with he Trustee. For the purposes of clause (ii) of the preceding sentence,, holders of'`the Series of Bonds will be deemed to have received such. principal amount upon deposit of such moneys with the Trustee: The Local Agency .agrees to pay or cause to :be paid;.:, in :addition to the .amounts payable under the Note, any -fees or expenses. of the Trustee and, to the extent permitted by law; if the Local Agency's Note is secured in whole or in part by a Credit Instrument and, if applicable, a Reserve Credit Instrument (by virtue of the fact; that the Series of Bonds is ~seeu"red. by a Credit Instrument and, if applicable, Reserve .Bonds are secured. by a Reserve .Credit :Instrument)`; any Predefault Obligations and Reimbursement Obligations (to the extenf not Payable under the Note),, (i) arising out of an "'Event of Default" hereunder (or pursuant to Section 7 hereof) or (ii) arising. out of any other event (other 'than an event.. arising solely as a result of br otherwise attributable to a default by any other Issuer),. In the case described in (ii) .above with. respect to -Predefault Obligations,: the Local .Agency shall owe only the percentage of such fees, expenses and Predefault. Obligations equal:to the ratio of the principal amount of its ,Note .over the aggregate principal amounts of all notes, including the Note, of the Series of which. the :Note 'is a part, at the time of original issuance of such Series. Such, additional amounts will. be paid by the Local Agency .within twenty-.five (25) days of receipt by the Local Agency of a bill therefor from the Trustee. Section 6. No Joint Obligation. The .Note will be issued in conjunction with a .note or notes of :one, or more other Issuers, either as a Separately Marketed Note or as a. Pooled. Note assigned to secure a Series of Bonds. In all cases, the obligation of the Local. Agency to make payments on or in respect, to its Note is a several,and..not a joint~obligation.and is strictly limited°to the Local Agency's repayment obligation under this Resolution and .the Note. Section'7: Disposition o€ Proceeds of Note. (A) Provisions apnl'icable if the Note is a Pooled Note. If the Note, is a Pooled Note, the moneys received from the sale. of the Note or of the Series of Bonds issued in connection with the Note LA1;67863.4.,~~®• ~ ~ ~ ~ ~ ~ ~,- ~] CSCDA MEMBER RESOLUTION allocable to the Local Agency's share of the costs ofiissuance (.which shall include:any fees and expenses in connection with any Credit Instrument. (and the Reserve Credit Instrument, if any) applicable to the Note or Series of Bonds. and the corresponding Reserve;.Bonds, if any) shall be deposited in the Costs of Issuance ,Fund held and invested. by the Trustee under the Indenture and expended as directed. by the Underwriter on costs of issuance as provided in the Indenture. The ;moneys received from the sale of the Note: fo the Authority, or allocable to 'the Note from the .sale of Bonds, (net of the .Local Agency's share of the costs of issuance) shall. be deposited in the :Local Agency's Proceeds Subaccount hereby authorized to be created pursuant to, and held and invested by the Trustee under, the Indenture for the Local Agency and said moneys may be used and expended by the Local Agency for any purpose -for which it is authorized to use and expend moneys, upon requisition from the Proceeds Subaccount as specified in the Indenture. (B) Provisions applicable if the Note is a Separately Marketed Note. If the. Ngte is a .Separately Marketed Note; the. moneys received. from the sale of the Note .allocable to the costs of issuance. shall be deposited in a Costs' of Issuance Account :held and invested by the `Paying Agent and expended as .directed by the'Underwriter on costs of issuance, The Paying Agent is hereby authorized and directed to establish and hold a Costs of .Issuance Account.. The moneys received from the sale of the Note (net of the costs of issuance) shall':be deposited in the Local. Agency's Proceeds Account hereby authorized to be created for, the Local,Agency'and said moneys may be -used and expended by .the Local Agency for any purpose for which: it is authorized to use and expend moneys, upon requisition from the: Proceeds Account. The Paying Agent is, hereby authorized and directed to establish and hold a Proceeds Account. Any such Paying Agent shall signify its acceptance of its :duties and obligations. as such by executing a certificate of acceptance.. Section 8. Source of Pavment. (A) Provisions Applicable if the .Note is a Pooled- Note. (1) The principal amount of the Note., together with the interest thereon, ,shall be payable from taxes, incotre, revenue (including, but; not .limited to, revenue .from the state and federal governments), cash receipts and other money"s which are received by the Local Agency for the general fund of the Local Agency and are attributable to Fiscal Year 1994-1995 'and which are available for payment thereof. As security for the payment of the- principal of and- interest on the Note; the Local Agency hereby pledges certain. unrestricted revenues (as hereinafter provided) which are received :by the Local Agency for- the general fund of the Local Agency and are attributable to Fiscal Year, 1994-1995, and the principal of the Note and' the interest thereon shall constitute a first lien and charge thereon and shall be payable from the first moneys received by ffie Local Agency from such pledged revenues, .and, to the extent not so paid., shall be paid from any other taxes, income,, revenue, cash receipts and other moneys of'the Local Agency;lawfully available therefor (all as provided'for in Sections 5385.6 and 53857 of the Act). The Noteholders,, Bondholders, Credit Provider and, if applicable, the Reserve Credit Provider shall have a first lien and charge on .such certain unrestricted revenues as hereinafter provided which are:received bythe Local.Agency andare attributable to Fiscal Year 1994-1995. In order to effect the pledge: referenced in the preceding two sentences; the .Local Agency hereby agrees and covenants to establish :and maintain a special account within the Local Agency' general. fund to be designated the "1994 Tax,and Revenue.Anticpation:Note Payment Account" (the "Payment Account") and further. agrees and covenants' fo maintain the Payment Account until the. payment of the .principal of the Note and the interest thereon. The; Local Agency agrees to transfer to and deposit in the Payment .Account the first amounts received in "the months specified in the Pricing Confirmation as Repayment 'Months (each individual month.. a ".Repayment 1Vlorith'" and collectively ''R'epayment Months") {and any amounts received thereafter attributable to Fiscal Year 1994-1995) until the amount on ..deposit in the Payment Account. is equal in the respective Repayment Months identified m the Pricing Confirmation to the LAI-67863:4, 8 CSCDA MEMBER RESOLUTION RE5®e g 4 - 12 2 ~ ~ C percentage of the principal and interest. due on the Note.at maturity specified in the Pricing Confirmation. In. making such transfer and deposit, the Local. Agency shall riot ,be required to physically segregate the amounts to be transferred to and deposited in the Payment, Account.. from the Local Agency's other general fund moneys, but, notwithstanding any commingling gf'funds for .investment or other purposes,. the amounts required to be transferred to and deposited' in the Payment Account shall nevertheless be subject to the lien and charge created herein. The number of Repayment Months determined in the Pricing Confirmation shall not exceed. six and the amount of money "required to be deposited in each Repayment. Month as determined in the Pricing Confirmation -shall not exceed fifty percent (50%)' of the principal and interest due on the Note at maturity (such pledged amounts being hereinafter called the "Pledged Revenues"). Any one of the .Authorized .Representatives of the. Local Agency is ,hereby authorized fo approve the determination of the Repayment Months and percentages of •the principal and interest due on the Note at :maturity required to be-on deposit in the Payment Account in each Repayment Month, all as .specified in the. Pricing Confirmation, by executing and delivering tfie Pricing Confirmation, such execution and'.delivery to be conclusive evidence of.approval by this Legislative Body and such Authorized Representative. Tri the event on the day in each. such Repayment Month that a deposit to the .Payment Account is required to be made,, the Local Agency has not received sufficient unrestricted revenues to permit tfie ;deposit into the Payment Account of the full amount of Pledged Revenues to be deposited in ,the Payment .Account from said. unrestricted revenues in said month, then the amount of any deficiency shall be satisfied .and made up from any other moneys of the Local Agency lawfully available for the payment of'the principal' of the Note and the interest thereon, as and when such other moneys are received or are otherwise legally available.. The term. "unrestricted revenues" shall. mean all taxes., income, revenue: (including, but not limited to, revenue from the state and :federal governments), .cash receipts, and. other moneys, intended. as receipts for the general .fund of the Local Agency attributable to Fiscal Year 1994-1995 and which are generally available for the payment of current expenses and other obligations. of the Local Agency. (2) Any moneys placed..in the. Payment Account shall be for the benefit of (i) the .holders of Bonds issued in connection with the Notes, (ii) (to the extent provided in the Indenture) the Credit Provider, if any, and (iii) (to''the extent prodded in the Indenture and, if applicable, the Credit Agreement) the Reserve Credit Provider, if any. The moneys in the Payment Account shall be applied only for the purposes for which the Payment Account. is created until the principal of the Note and all. interest thereon are paid or until provision fias been .made for the payment of the principal of the Note at maturity with interest to :maturity (in accordance with the requirements for defeasance of the Bonds as set forth in the Indenture) and, if applicable, (to the extent .prodded. in the Indenture and, if applicable, the Credit Agreement) the payment of,all.Predefault Obligations'and Reimbursement Obligations owing to the Credit Provider and, if applicable, the Reserve Credit. Provider. (3) At least two (2) Business Days (as defined in tfie Indenture) prior to the Maturity Date of the; Note, the: moneys in the :Payment Accouni. shall be transferred by the Local. Agency o the 'Trustee- for deposit into the ,Bond Payment. Fund, to the extent necessary, to pay the principal of and .interest qn the Note or' to reimburse the Credit Provider for payments made under or pursuant to the Credit Instrument. In the. event. that moneys in the Payment Account are insufficient to pay the principal of and interest on the Note. in full on the Maturity Date, moneys in the Payment Account shall. be applied in the :following priority: first to pay interest on the:Note; second to pay principal of the Note; third to reimburse the Credit; Provider° for payment; if -any, of interest with.. respect to the Note; fourth to reimburse the Credit- Rrouder for ;payment, if any, of principal with respect to the Note; fifth to .reimburse the Reserve_Credit Provider; 'if any; for payment, if any, of interest with respect to the Note.;. sixth to reimburse the Reserve: Credit; Provider, if any, for payment, if any., of principal, with respect to the Note; and. seventh to pay any Reimbursement Obligations of the Local Agency and any of the `Local Agency's pro rata share of Predefault Obligations owing to the Credit Provider and Reserve Credit Provider (if any) as applicable. Any moneys remaining in or accruing to the Payment Account after the LA4-67863.4Y~~~~e ^ A _ ~ ,~ •2 ~' ~ ~ 9 CSCDA MEMBER RESOLUTION principal of the Note and the interest thereon and any Predefault Obligations and Reimbursement Obligations, if applicable, have been paid, or provision for such payment has been made, shall be transferred to the general fund of the Local Agency, subject to any other disposition required, by the Indenture; or, if applicable, the Credit Agreement. Nothing herein.. shall be deemed to relieve the Local Agency from, its obligation to pay its Note in full on the Maturity Date. (4) Moneys in the Proceeds Subaccount shall be invested by the Trustee pursuant to the Indenture as directed by the Local Agency in Permitted Investments as described 'in and under the terms of the Indenture. Any such,;investment by the Trustee shall be for the account and risk?of the Local Agency, and the Local' :Agency shall -not be deemed to be relieved of any of its obligations with. respect to the' Note, the Predefault. 'Obligations or Reimbursement Obligations, if any, by reason. of such investment of the moneys in its Proceeds Subaccount. (5) At the written request of the Credit Provider, if any, or the Reserve Credit Provider, if any, the Local Agency shall, within ten (10) Business Days following- the receipt of such written request, file such report. or reports to evidence the transfer to and deposit .in the Payment: Account required by this Section 8 and provide: such additional financial information as may be required by the Credit Provider, if any, or the Reserve Credit Provider, if any,. (B) Provisions applicable if the Note is a Separately Marketed' Note. (1) The principal amount of the Note, together with the interest thereon, shall be payable from taxes, income, revenue (including, but not limited to, revenue from the state and federal governments), cash receipts and other moneys which are ..received by the Local Agency for the general fund of the Local Agency and. are attributable to Fiscal. Year 1,994-1995 and which are available for payment thereof. As securty'for the: payment of the ,principal of and interest on the Note, the Local Agency hereby pledges certain unrestricted revenues (as hereinafter provided) which are received by, the Local Agency for the general fund of the .Local Agency and are attributable to Fiscal Year 1994:-1995, and the principal of ,the Note and the :interest. thereon shall constitute. a ,first lien and charge thereon and shall be payable. from the first moneys received by the Local Agency from such pledged revenues, and, to the extent not so paid, shall be paid .from any other taxes,, income, revenue, cash receipts and other moneys of the Local .Agency lawfully available herefor (all as provided for in Sections 53856 and 53857 .of the Act). In order to effect this- pledge, the Local Agency hereby agrees and covenants to establish and .maintain a special. ;fund within the Local Agency's general. fund to be designated the "I994 Tax and Revenue Anticipation Note Payment..Fund" (the "Payment Fund"), and farther,.:agrees and covenants to maintain the: Payment. Fund.. until the: payment of the principal of'the `Note and the interest thereon. The Local Agency agrees to transfer to and deposit in the :Payment Fund the first amounts .received. in the months specified in-the Pricing Confirmation as Repayment Months: (each:ndivdual month a "Repayment .Month" andcollectively "Repayment Months ") (and any amounts received thereafter attributable to Fiscal Year 1-994-1995) until the amount on deposit in the- Payment Fund is equal in the respective Repayment .Months identified in the 'Pricing Confirmation to .thee percentages of the principal and interest due on the Note at maturity specified in the Pricing Confirmation. In making such transfer and deposit, the Local Agency shall not be required• to physically segregate the amounts to be transferred to and deposited in the Payment Fund from .the Local Agency's other general fund moneys, but, notwithstanding any commingling of funds for investment or other purposes, the amounts required to be transferred to and deposited in'the:Payment Fund shall nevertheless be subject to the lien and charge created herein. The number of Repayment ..Months determined in the Pricing Confirmation shall not exceed six and the amount of money required` to, be deposited in each Repayment Month as determined in the Pricing Confirmation shall not exceed fifty percent. (50%) of the principal and interest due on the. Note at maturity (such pledged amounts being hereinafter called the "Pledged Revenues"). Any one of the Authorized Representatives of the Local Agency is hereby authorized fo approve the determination of the Repayment LAl `67863.4 ~~®• ~ ~ ~ ~ 2 2 ~ ~ S 1 0 CSCDA.MEMBER RESOLUTION Months an_d percentages of the.: principal and interest due on -the Note at maturity required to be on deposit in the Payment-Fund in each.Repayment Month, all asAspecified~in;the Pricing Confirmation, by executing and delivering:. the Pricing. Confirmation, such execution sand delivery to be conclusive evidence of approval 6y ~ this Legislative Body and such.. officer. In the event that. on the.day in each such Repayment Month that a deposit to, the Payment Fund. is required to be made,. the Local Agency has not received sufficient:unrestrcted revenues to permit the~deposit into the Payment Fund of the full amount of Pledged Revenues to be deposited in the .Payment Fund from said unrestricted revenues in said month, then the .:amount of any deficiency shall be satisfied and- made up from any other moneys of the Local. Agency .lawfully :mailable for'the payment of the principal of the Note and the': interest thereon, as and when uch other moneys are received or are otherwise legally available. The term "unrestricted revenues" shall mean all taxes; income; revenue (including, but not Timited to, re"venue from the state .and. federal governments), .cash- receipts, .'and other moneys, intended` as receipts for fine, geneal fund of the Local Agency attributable to Fiscal Yean 1994-1.995 ;and which.. are generally available for the payment of current expenses and. other obligations of the Local Agency. (2) .Any moneys placed' in the- Payment Fund shall be for the benefit of the owner of the,Note. The moneys in the Payment Fund shall be applied only for'~the purposes for which the Payment Fund is created until the principal of the Note and all interest thereon are' paid or until provision has' been made for the payment of the principal of the Note at maturity wi"th .interest to maturity. (3) At leasttwo (2) Business Days prior to the Maturity Date of the Note, the moneys in the Payment Fund shall be transferred by the Local Agency fo the Paying Agent, to the extent necessary, to pay the principal of and interest on the Note: In,the event that moneys in the Payment Fund are insufficient to pay the principal of and interest on the-Note in full on the Maturity Date, moneys in the Payment Fund. shall be .applied in the following priority: first'to pay interest on the. Note and.seeond to pay principal of the Note. Any :moneys remaining in or :accruing. to the Payment Fund after the principal of the Note and the interest thereon, have, been paid, or provision for such payment has'be_en made, shall be transferred by the Paying Agent to the Local Agency. (4) Moneys in'the Proceeds Account shall he invested. by the Paying .Agent pursuant to instructions of the .Local .Agency in an :investment agreement.. or investment agreements. designated, in the Pricing Confirmation and/.or other permitted investments designated "in the Pricing Confirmation. The type of investment or investments to be applicable~to the proceeds of they Note shall be determined 'in the Pricing .Confirmation. Any such investment by the. Paying; Agent shall be for the account and-risk of the Local Agency and he Local Agency hall ,.not be deemed: to be relieved of any of its obligations with respect to the Note, by reason_of such .investment of the moneys in its Proceeds Account. Section 9. Execution of Note. Any one of, the Authorized Representatives of'the; Local Agency or any other officer designated `by the 'Legislative Body shall' be authorized to execute: the Note by manual or facsimile signature and the Secretary or Clerk:of~the Legislative Body of the Local. Agency., or, any duly appointed assistant thereto; shall, be authorized to; countersign the.Note by manual..or facsimile signature.. Said' Authorized:.Represenfative of the Local Agency, is hereby authorized to cause the blank spaces of the.NOte o be filled in as may be appropriate pursuant to the Pricing Confirmation. If he Note is a Pooled Note, said.Authorized' Representative is -hereby authorized and directed to cause the Trustee, as registrar and authenticating' agent, to authenticate and accept delivery of the Note pursuant to the terms and conditions of the Purchase .Agreement., this Resolution and the Indenture. If the .Note is a Separately Marketed Note, said .Authorized Representative is hereby authorized.'and directed to cause U.S. Trust Company of California, N.A. as paying agent, registrar ,and authenticating agent (the "Paying. Agent") to:authenticate and deliver the Note pursuant to the terms and conditions of the Purchase Agreement and this Resolution. In -case any Authorized Representative whose signature shall appear on any Note shall cease to be an Authorized Representative before the delivery of such. Note, such signature shall LA'1-67863.4 ® ~ ~ ~ ~ N ~ 11 CSCDA MEMBER RESOLUTION. REDO. g 4~ (w= nevertheless be valid and sufficient for all, purposes; the same ;as if such officer had remained. in office,. until delivery. The .Note shall have thereon a certificate of .authentication substantially in the form hereinafter set forth duly executed. by the Trustee or Paying ;Agent (as applicable). and showing the date of. authentication. The Note shall not`be~valid.or obligatory for any°purpose or be entitled to any security or benefit .under this Resolution unless and until such certificate of authentication shall have been duly executed by the Trustee or Paying Agent, as applicable, by:manual signature, and such certificate of authentication. upon any such Note shall be conclusive evidence that: such has been .authenticated.. and delivered under this Resolution. The certificate of authentication on the Note shall be deemed to have __ been executed by the Trustee. or Paying Agent,. as applicable, if signed by an authorized officer of the Trustee or Paying Agent, as applicable. The Note need not. bear the- seal of the Local Agency; if any. Section 10. Note Registration and Transfer.. (A) Provisions. Applicable if the Note is a Pooled Note. (1), As Gong as the ;Note .remains outstanding, the Local. Agency shall maintain and keep at the principal corporate trust office of the Trustee, books .for the registration and transfer bf the. Note; The Note shall initially be .registered in the name of the Trustee under 'the Indenture to which the Note is assigned. Upon surrender of the Note .for transfer at the office of -the Trustee with a written instrument of transfer satisfactory to the Trustee, dul. executed b the re istered owner or its dul authorized attorne , , ,and u on a merit of an Y Y g~ ~ Y Y P P Y Y tax, fee or other governmental charge. required to be paid with respect to .such transfer or the Local .Agency shall execute ,and the Trustee shall authenticate and deliver,, in he name .of he designated transferee, a fulhy registered .Note: For every transfer of =the' Note, the Local Agency or the Trustee .may .make a charge sufficient to reimburse it for any tax, fee or 'other governmental charge required to be ,paid with respect to the transfer, which sum 'or sums shall be paid. by the person requesting such tran"sfer as a condition precedent to the exercise of the privilege of making, such transfer. (2) Subject to Section.6 hereof, the Local Agency and tfie Trustee and their respective successors may deem and treat the ~persori in whose. name the Note is registered. as the absolute owner :thereof for "all purposes and the Local Agency and the Trustee and their. respective successors shall not be affected by .any notice to the contrary, and payment of or on account of. the principal of the Note- shall. be .made only to or upon the order of "the. registered. owner thereof. All ,such payments shall be valid and effectual to .satisfy and discharge the liability upon the .Note to the extent of the sum, or sums so paid.. (3) Any Note may;, in accordance with .:its terms, be transferred upon the books required .to be kept ~by the Trustee; pursuant: to 'the provisions hereof by the person in whose :naive it is registered., in ,person or by his duly authorized attorney, upon surrender of such Note for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in form approved by' the' `Trustee.. J (4) The Trustee or any oie, of she Authorized Representatives of the Local Agency, acting separately or together, is authorized to sign .any setter,. of representations which may be required in .connection with the delivery of the Bonds° if such Bonds are: delivered in book-entry form. (5) In he event the Credit Instrument is the ,Reserve Fund and Reserve Bonds are issued n connection therewith, if .such, Reserve Bonds must be 'redeemed in part pursuant to the provisions of the -Reserve Indenture, the. Reserve Trustee is authorized and.,directed to execute and deliver to the registered owner thereof at the expense of the Local Agency if the Local Agency's Note is .then deemed-outstanding,. a new Reserve Bond or Reserve Bonds of authorized denominations pursuant to the terms of the Reserve Indenture., tiAi-67863.4~~0 ~ ~ c ~ ~ ~ ~~ ~ ~ 12 CSCDA MEMBER RESOLUTION (B) :Provisions. Applicable if'the Note is a~Separately Marketed Note. (1) As long as the Note remains' outstanding, the Local Agency shall maintain.. gat the principal corporate trust office of the Paying Agent, books -for the registration ,and transfer of the Note.: Thee Note shall be prepared in the form of fully registered Notes in denominations offiye thousand' "dollars {$5,,000) or any integral multiple thereof: Tlie Note"shall be initially issued registered. in the name of "Cede & Co.," as nominee of The Depository Trust Company, New York,. New York, and. shall be evidenced by one .Note to be in a denomination corresponding to the total. principal amount of'the Note: Registered ownership. of the;.Note, or any portion hereof, may not hereafter be transferred except as hereinafter .set forth:. Registered ownership of such Note, or .any portion thereof, may not thereafter be transferred except- (a) to any successor of The Depository Trust Company or its nominee, or of any substitute depository designated pursuant to clause (b,) of this subsection (I) ("Substitute Depository") provided that any suceessor of The. ,Depository Trust Company or .Substitute Depository shall be qualified under any applicable laws. to prov-ide the service proposed to be provided by it; (b) fo any Substitute Depository:not objected to by the Local .Agency, upon (i) the. resignation of The Depository Trust Company' or its successor ,(or any Substitute Depository or its successor)'from'fts functions as depository, or (ii) a determination by the Local Agency to substitute another depository for The 'Depository Trust Company (or ts.successor) because The. Depository Trust Company (or its uccessor:) 'is no longer able to. carry out. its functions as depository,; provided that any such Substitute `Depostory~shall be qualified under any applicable laws' `to provide the ;services proposed to'be ;provided by it; or (c) to any ,person as provided below,:. upon (i) the resignation of The .Depository Trust Company or "its.'successor (or any Substitute ;Depository or its: successor). from its functions as depository, or (ii) a determination by the .Local Agency to discontinue using a depository. (2) In the ease'of any transfer pursuant to clause (a) or clause (b) of subsection (1) of this subsection.. (B), upon receipt of all outstanding 'Notes by the. Paying Agent, together with a written request of an Authorized Representative. of the Local Ageney to the Paying Agent. designating; the Substitute Depository,,a,sngle new Note;'which the.Local Agency shall prepare or cause to be prepared, shall be executed and delivered, registered in the name 'of such suceessor or such Substitute Depository; or their, nominees, as the case may be, all as specified in such written request. of an Authorized Representative of the Local Agency.. In'the case of any transfer. pursuant to clause (c) of subsection (1) of this subsection (B), upon receipt of all outstanding; Notes by the Paying Agent, together with'a written request of'an Authorized. Representative ~of the Local. Agency to the Paying- Agent, new Notes, which. the Local .Agency shall prepare or cause to be prepared, shall :be executed and delivered in ouch d'eriominations and registered in the names of such persons as are ;requested _in such written request of an Authorized Representative of .tlie Local. Agency, subject to the Timitations of Section 2 .hereof. (3) Subject to Section 6 hereof,, the Paying Agent and the .Local Ageney and.- their respective successors shall be entitled to treat .the ;person. in whose name any Note is registered as the Owner' thereof for all purposes of this Resolution and. any applicable laws, notwithstanding any notice to the contrary :received by the Local Agency; and fhe Local Agency shall not have responsibility for transmitting payments to, cornmunicating;'with, notifying; or otherwise dealing with any beneficial owners of the Note. Neither the Local Agency, nor the Paying, Agent nor their respective successors shall have any responsibility or obligation, legal or otherwise, to any such beneficial' owners or to any other party, including The: Depository Trust Company or its successor (or Substitute Depository or its successor), LA1-67863.~~~• ~ /1,"® ~ ~ 2,, ~ ~ 13 CSCDA MEMBER RESOLUTION `~ . .• except to the owner of. any Notes, and the Local Agency and the Paying Agent may rely conclusively on their records as 'to the identity of the owners- of the Note. (4) Notwithstanding any other =provision of this `Resolution and so long as. the. Note is outstanding and registered in the. name of Cede & Co or its' registered assigns, the Local Agency shall cooperate°with Cede &.Co., as sole registered Noteowner, and its registered assigns in effecting payment of the principal of and interest on the `Note by arranging, for. payment in such manner that funds for such payments are :properly identified and. are made available on the date they are due all in accordance with a 1`etter of representations to be delivered' in connection with the Note (the "Letter of Representations°'), the provisions of which 'the Local Elgency ,may rely upon to: implement the foregoing procedures notwithstanding any inconsistent provisions herein. Any one of the Authorized Representafives° of the Local Agency is hereby directed to execute the Letter of Representations on behalf of the Local Agency. (C) Provisions Applicable `to both Pooled. Notes and Separately Marketed Notes. (1) The. Trustee orPaying Agent, as applicable; will keep or cause, to be kept, at its principal corporate trust office, sufficient books for the registration :and transfer of the .Note, which shall be open to inspection by the Local Agency during regular busnesshours. Upon presentation for such purpose, the Trustee or Paying Agent,. as applicable, shall, under such reasonable regulations 'as it may prescribe., register or transfer or cause to be registered or transferred, on such books, the Note as hereinbefore provided. (2) If any Note shall.become mutilated, or the Local Agency, at the expense of the registered owner of such Note,. shall execute, and the Trustee or Paying Agent, as applicable, shall thereupon authenticate.and deliver a new Note of like tenor and number in exchange and substitution for the Note so mutilated; but only upon surrender to the Trustee or Paying Agent, as applicable, of the Note so mutilated,.. Every mutilated Note so surrendered to the Trustee shall. be cancelled by it and delivered to, or upon the. order of, the Local Agency. If any Note shall be lost, destroyed or stolen, evidence of such loss, destruction or theft :maybe submitted to the Local Agency and the Trustee or Paying Agent, as applicable, and,. if such evidence .be satisfactory to them. and indemnity satisfactory to them shall be given, the Local Agency, at they expense. of the registered owner,, shall execute, and the Trustee or the Paying. Agent, as applicable; shall ,thereupon. authenticate and deliver a new Note of like tenor and number in lieu of and in substitution for the Note so lost; destroyed. or .stolen (or if any such Note shall have. matured or shall. be abouf o mature, instead of issuing a substitute Note, the Trustee or Paying Agent; as applicable,, may° pay the same without surrender thereof). The Trustee or Paying Agent, as applicable, may require payment of a sum. not. exceeding the actual cost of preparing each, new Note issued pursuant to thin paragraph :and of the expenses -which may be incurred by 'the Local Agency -and the Trustee or Paying. Agent, as applicable, inauch preparation. Any Note issued under these provisions in'leu `of any NoteYalleged to be lost, destroyed or stolen shall constitute an original additional contractual oblgationon the-part. of the Local Agency; whether gr riot the Note so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be entitled'to the benefits of this Resolution with all other :Notes secured by .this .Resolution. Section 11. Representations and Covenants. of the Local Agency. !~~ i (A) The. Local Agency is duly organized and' existing under and by virtue of the laws of the State of California.and has all necessary power and authority to (i) adopt the Resolution, (ii) enter into and. perform its. obligations under the Purchase Agreement,. and (iii) issue the Note. (B) (i). Upon the. issuance of the Note, the Local Agency shall have taken all action required to be taken by it to authorize the issuance and delivery of the Note and the performance of its LA1-67863.4 ~~~0 ~ ~ 2 2 ,N C ~ 1L~ CSCDA MEMBER RESOLUTION obligations thereunder, and (ii) the Local, Agency fias full legaT';right; power and authority to issue and .deliver the Note. (C) The issuance of the Note, "the adoption of the Resolution and the.. execution and delivery of the .Purchase Agreement,, and compliance with the provisions `hereof and ..thereof shall not conflict with, breach or violate any law, administrative regulation, court decree; resolution, charter, by-laws or other agreement to which the Local Agency is' subject or by which it is bound. (D) Except as may be required under blue sky or other securities law of any state or Section. 3(a)(2) of the Securities Act of 1933:; there is no consent, approval, authorization or other order of, or filing with, or certifcation;by, any regulatory authority having jurisdiction over the. Local .Agency required for the issuance and sale: of the Note or the consummation by the Local Agency of the other transactions contemplated by this Resolution, except those the Local-.Agency shall obtain or perform prior to or upon the issuance of the Note. (E) The :Local Agency has (or will have prior to the issuance of the Note) duly, regularly and properly adopted a, preliminary budget for Fiscal Year 1994-1995 setting forth expected revenues and expenditures and has complied with all statutory and regulatory requirements with respect to the .adoption of such budget. The Local Agency hereby covenants that it shall (i) duly, regularly and properly prepare and adopt: its final budgef for Fiscal Year 1994-1995, (ii) provide to the Trustee or Paying Agent (as applicable), 'the Credit Provider, if any, the :Reserve Credit Provider, if any, and.. the Underwriter, promptly upon adoption; copies of such final budget and: of any subsequent revisions, modifications or amendments thereto and. {iii) comply with all :applicable laws pertaining to .its budget. (F) The sum of the principal. amount of the Local Agency's Note. ,plus the interest payable thereon, on the date. of its is"suance, shall not exceed fifty percent (50 %) of the estimated amounts of the Local Agency's uncollected taxes, income, revenue (including, but not limited to, revenue from the state and federal governments), cash receipts; and. other,moneys to be received by the Local Agency .for the general. fund of the Local Agency attributable to Fiscal Year 1994-1995 all of which will be legally available to pay principal of and .interest on the Note. (G) The Local Agency (i) has not defaulted within the past twenty (20) years, and. is not currently in default, on any debt obligation and (ii), to the best knowledge of the Local Agency, has never defaulted on any debt obligation. (H) The Local Agency's most recent audited. financial: statements present fairly the financial, condition of the Local Agency as of the~date thereof and the results of operation for the period covered thereby. Except as has been disclosed to the. Underwriter, the Credit; Provider, if .:any;. and the Reserve Credit Provider, if any,: there has been no change in the financial condition of the Local. Elgeney since the date of uch audited financial statements. that will inahe reasonable opinion of the Local Agency materially impair its ability to perform- :its obligations under this Resolution and the Note. The Local Agency agree"s to furnish to the: Underwriter, the Trustee. (or the Paying Agent, if applicable)„ the Credit Prodder, if any, and the' Reserve Credit Provider, if any,, promptly, from time to time, such information regarding the operations, financial condition and property of the Local Agency as such party may reasonably request. (I) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court., arbitrator., governmental or other board, body or official,. pending or, to the best knowledge ofthe Local.Ageney; threateried against or affecting the Local Agency questioning the validity of any proceeding taken or 'to be taken 6y the Local Agency in connection with the Note, the Purchase Agreement, the Indenture, the Credit Agreement, if any, the Reserve Credit Agreement, if any, or this LA1-67863.4 p-~Lv®e 9 4 ~, 2 ,2' '~ ~ ~ 1,rj' CSCDA MEMBER RESOLUTION Resolution, or seeking to prohibit, restrain or enjoin the execution, delivery or,performanceby the Local Agency of any of the foregoing, or- wherein an unfavorable decision, ruling or '.finding would have a materially adverse effect on the Local Agency'sf 'financial condition or -results of operations or on the ability of th'e'Local Agency to conduct its actvities:as presently. conducted or as proposed or contemplated to be conducted, or would materially adversely affect the validity or. enforceability of; or the authority or ability of the Local Agency tp~ perform its obligations under, the Note, the Purchase Agreement, 'the Indenture, the Credit Agreement, if any, the Reserve Credit Agreement,. if any, or this Resolution. (J) Upon .issuance of the Note, this Resolution and the Note shall constitute' .legal, valid and bindingagreements of'the Local Agency, enforceable.in accordance with their respective:-terms, except as such enforceability may be limited by bankruptcy or other laws affecting creditors'' rights generally, the application of equitable principles if equitable remedies are sought, the exercise of judicial discretion in appropriate cases and the limitations on legal remedies against local ag"encies, as applicable, in the State of California. (K) It is Hereby covenanted and warranted by the Local Agency that-all representations and recitals contained in this Resolution are true and correct, and that the Local Agency and it_s appropriate officials have duly taken, or will take, all proceedings necessary to be taken by them, if any, for the levy, receipt, collection and enforcement of the Pledged Revenues in accordance with law for carrying out the provisions of this Resolution and the Note. (L) The Local Agency shall .not incur any indebtedness secured by a, pledge of its unrestricted revenues unless such pledge is subordinate in .all respects to the pledge of unrestricted revenues hereunder. (M) So long., as the: Credit Provider, if any, is not in default under the Credit Instrument or the .Reserve Credit. Provider,. if any,. is not in default under the corresponding Reserve Credit Agreement, he Local Agency.hereby agrees to pay its pro rata share of all.Predefault Obligations and all Reimbursement Obligations attributable to the Local' Agency in accordance with provisions of'the Credit Agreement, if any, the. Reserve Credit Agreement, if any, and/or the Indenture; as applicable. Prior to the Maturity Date, moneys in the Local Agency's Payment Account shall not be used to :.make such payments. The Local Agency shall pay such amounts promptly upon receipt of notice from the. Credit Provider or from the Reserve Credit Provider, if applicable, that such amounts are due to it. (N) If the Note. is a Pooled Note, so .long as any Bonds issued in connection with the Notes are Outstanding, or any Predefault Obligation or Reimbursement. Obligation is outstanding, the Local Agency will not' create or suffer to 6'e created any pledge of or lien on the Note other than the :pledge and lien of the Indenture. (O) The Local Agency shall maintain a positive general fund balance. Section 12. Tax Covenants. (A) The Local Agency shall not take any action or fail to take any action:f such action or failure to take- such action would .adversely affect the exclusion from gross income of 'the interest payable on the Note. under,Section 103 of the Internal Revenue Code of 1986 (the "Code"), Without limiting. the generality of'the foregoing,. the Local Agency shall not make any use of the proceeds of the Note 'or any other .funds of the Local Agency which would cause the Note to be an "arbitrage bond" within the meaning of Section 148 of the Code:, a "private activity bond" within the meaning of Section 141(x) of the Code, or an obligation the interest on which. is subject to federal income taxation because it is "federally guaranteed" as provided in Section 149(b) of the Code:, The Local Agency, with respect to the proceed"s of the Note, will comply with all requirements of such sections of LA1-67863.~5~~ 9 4 m ~ ,~ ~ Al r ~ 16 CSCDA.MEMBER RESOLUTION the Code :arid gall regulations of the United States Department .of the Treasury issued. or applicable thereunder to the extent that such 'requirements are," at the. time,, applicable and in effect. (B) The Local Agency hereby (i) represents hat the aggregate face amount of all .tax- exempt, obligations {including any tax-exempt leases, but.. excluding private .:activity bonds), issued: and to be .issued by'tle Local Agency during, calendar" year 1994, including the Note, is: not reasonably expected to exceed. $5;000;000; or (ii) covenants that -the Local Agency will take all legally permissible steps necessary to ensure that. all of the;gross proceeds of the: Note will'be expended no later than the day that is six. months after the ,date of issuance o'f the Note so as to satisfy the requirements of Section 148(f)(4)(B) of the Code. (C) Notwithstanding any other provision of this Resolution to the contrary, upon the Local Agency's failure to observe; or refusal to comply with,. the covenants contained in this Section 12, no one other than the holders or• former holders of the Note, the Bond Owners, the. Credit Provider, if any,, the Reserve Credit Provider, "if any, or the Trustee (or Paying Agent; as applicable) on their behalf shall be entitled to exercise any right or remedy under tlis:.Resoluton on the basis of the Local Agency's failure to observe, or .refusal to comply with, such covenants.: (D) The covenants contained in this Section 12 shall survive .the. payment of the: Note.: Section:l3. .Events of Default and Remedies. If any of the "following events occurs, it is hereby defined :as and declared to be and to constitute an "Event of'Defailt": " (A) ..Failure by the Local Agency to :make or cause to be made the transfers and deposits to the Payment:. Account or :Payment Fund, as applicable, or any other payment required to be ,paid hereunder on or before the date on which. such transfer, deposit or other payment is due and payable; (B) -Failure by the Local Agency ~fo observe and perform any covenant, condition or agreement on its part to be observed or performed under this Resolution, for a period of fifteen (15) days' after written notice, specifying such failure and requesting .that it be remedied, is given to the Local Agency by" the Trustee (or Paying Agent, as :applicable), the Credit Provider,. if applicable, or the Reserve Credit. Provider, if applicable, unless the Trustee (or Paying ,Agent,.. as applicable) and the Credit Provider or .the .Reserve Credit. Provider, if applicable, shall all agree in writing to an extension of .such. time prior to its expiration; ,(C) Any warranty, representation or other .statement by or on behalf of the Local .Agency contained in this Resolution or the Purchase Agreement (including the 'Pricing Confirmation) or in any requisition or any financial ;report delivered by the Local. Agency or in any instrument furnished in compliance with or in reference to this Resolution or the Purchase Agreement or in connection with the Note, is false or misleading in any material. respect,; (D) A petition is "filed against;the°Local Agencyunder any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or :liquidation law of any jurisdiction, whether now orhereafter in effect and i"s `not dismissed within 30 days after such filing, but the Trustee (or Paying; Agent, as applicable) shall have the-right to intervene :in~the-proceedings prior to the expiration of such 30 days to protect its and the Bond Owners' (or Noteholders') interests; LA1-67863:4S~o ^ ~ o ~ ~ ~ ~ ~ ~ 1 `] CSCDA MEMBER RESOLUTION (E) The Local Agency :files a pefitiori,in voluntary bankruptcy or seeking relief under any provision of any bankruptcy, reorganization, arrangement, insolvency, .readjustment ofdebt; dissolution or liquidation law of any jurisdiction; whether riow or hereafter in effect, or .consents o the filing of any petition against it under such. law; or {F) The Local Agency admits insolvency or bankruptcy or is generally not paying its debts as such debts become due, or becomes insolvent or bankrupt or''makes an assignment for the. benefit of creditors., or a custodian (including without limitation a receiver, liquidator or trustee) of the Local Agency or any of •ts property is appointed by court order or takes possession thereof and uch order remains in effect or such possession continues for- more than. 30 days, but the Trustee (or Paying, Agent, as applicable) shall. have the right, to intervene in the proceedings ,prior to the .expiration of such 30 days to protect its and the :Bond Owners" or Noteholders' interests. Whenever any Event of Default referred to in this Section,l3 shall have happened and be continuing, the Trustee (or Paying .:Agent, as applicable} shall, in addition to any other remedies provded.herein or by law or°under the `Indenture, if applicable;.'have the. right, at its option without any further demand or notice; to take one or any combination of the:: following remedial steps: (1) Without declaring the Note to be immediately due and payable, require the Local Agency in the case the' Note is a Pooled Note;; to pay tp: the Trustee., and in the ease the Note is a Separately Marketed Note, to pay to ,the. Paying Agent, in either ease, an amount equal to the principal of the Note and interest°thereon to maturity, .plus all other amounts due hereunder, and upon notice to the Local. Agency the same shall become immediately due and payable by the Local Agency without. further notice or demand; and (2) Take whatever other action at law or in equity (except for acceleration of payment on the Note) which may appear necessary or desirable to collect the amounts then due and thereafter to become due hereunder or to enforce any other of its rights hereunder. Notwithstanding the foregoing, if the Local Agency's Note is secured in whole or in part by a Credit Instrument (other than the Reserve. -Fund) or if the Credit Provider is subrogated to rights under the Local Agency's Note., as long as the Credit Provider has not failed to comply with,its payment. obligations under the Credit Instrument; ~tle Credit Provider shall have the right to direct the remedies upon any Event of.Default hereunder, and., not withstanding the foregoing, if a Reserve Credit Instrument is applicable,, as long as the Reserve'Credit Prodder has. not"failed "to comply with its payment obligations under the Reserve Credit Agreement, 'the: Reserve°Credit Provider shall have the right (prior to the Credit °Provider) to~direct the remedies upon ariy Event of Default. hereunder, in each case..so long as such action will not materially adversely affect. the rights of any Bond Owner., and the.. Credit Provider's. and. Reserve Credit Provider's (if any) prior consent shall be required to any remedial .action proposed to be taken by the Trustee. hereunder. If "the Credit Provider is not reimbursed on the` Maturity Date for the drawing,, payment or claim, as .applicable,, used to pay principal of and interest on the Note due to a default in payment on the Note by the Local Agency;, as pro~~ided in. Section 5.03 of the: Indenture; or if any principal of or interest on the Note remains unpaid. after ahe .Maturity Date; the Note shall be a Defaulted Note, the unpaid portion .(including the interest component,. if applicable) thereof or the portion (including the interest component, if applicable) tq which a Credit Instrument applies for which :reimbursement on a draw, payment or claim has not been made shall be deemed outstanding and shall bear interest at the Default .Rate until the Local. Agency's obligation on the Defaulted Note is paid in full or payment is duly provided for, all subject to Section. 8 hereof. LA1-67863c4 18 CSCDA MEMBER RESOLUTION RESO, ~9 4 ° ~ 2 ~ ~ C If the Credit.Instrument is the Reserve Fund and the Reserve Bonds are secured by the Reserve Credit Instrument' and all principal. of and interest. on the Note is not paid 'in full by the Reserve Principal Payment Date, the Defaulted Note shall. become: a Defaulted Reserve Note and the unpaid portion (including the interest component, if .applicable) thereof '(or the portion thereof with respect to which the. Reserve Fund applies for which reimbursement; on a Drawing has not been fully made) shall be deemed outstanding and shall bear interest at the Default .Rate until the Local Agency's obligation on the Defaulted Reserve Note is paid in full or payment is duly provided for, all subject to Section 8 hereof. Section 14: TrusteeLPaying Agent. The Trustee is hereby appointed as paying agent, registrar and authenticating agent for the Note if it is a Pooled Note. The Paying Agent is hereby appointed as paying agent, registrar and authenticating agent for the Note if it is a Separately,Marketed .Note. The Local Agency hereby directs and authorizes the payment by'the Trustee or:Paying Agent,; respectively, of the interest on and principal of the Note when such become due and payable; from amounts received by the Trustee, or Paying Agent from the Local Agency in the manner set. forth herein. The Local Agency hereby covenants to deposit funds in such account. or fund, as applicable, at the. time and' in. the amount specified herein to provide sufficient moneys fo pay the principal of and interest on the Note on the day on which. it matures, ,Payment of the Note shall be 'in accordance wifh the terms of the Note and this .Resolution. The Local: Agency hereby agrees to maintain as paying agent, registrar and authenticating- agent of the Note, (i) the Trustee under the Indenture, or (ii) the Paying Agent under the terms of this Resolution. Section 15. Sale of Note. The Note shall, be sold to the Authority, in accordance with the terms of the Purchase Agreement, hereinbefore approved. Section 1'6. flteservedl. Section 17'. Approval of Actions. Any one of'the Authorized. Representatives of the Local Agency ;is; hereby authorized and directed to execute the Note and cause the Trustee or' Paying Agent, as applicable, to authenticate and accept delivery of`tfie:.Note; pursuant to the terms and conditions of the Purchase Agreement and the, Indenture. All. actions heretofore taken by the Authorized Representatives: and agents of the Local Agency or this Legislative Body with respect to the sale and issuance of the Note and. participation in the Program are hereby approved., confirmed and ratified and the officers and agents of the -Local Agency .are hereby authorized and directed, for and in the, name and on behalf of the Local Agency, to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents which they, or any of them, may deem :necessary or advisable in order to consummate the lawful' issuance and delivery of the Note in accordance with, and. rebated. transact-ions contemplated. by, this Resolution. The Authorized Representatives of the: Local Agency referred to above in Section 4 hereof are hereby designated- as ''flutlior-ized Local Agency Representatives" -under the Indenture. In'the. event that the: Note or a portion thereof is secured by a Credit Instrument; any one of then Authorized Representatives of the Local Agency is .hereby' authorized and directed to: provide the Credit Provider and, if applicable, the Reserve Credit Provider, with any and all information relating to the' Local Agency as such Credit Provider or Reserve' Credit Provider may :reasonably request. Sectiori 18! .Proceetlings Constitute. Contract. The' provisions of the Note and of this ,Resolution, shall, :constitute a contract between the Local Agency and. the registered owner of "the Note., the Credit. Provider„ 'if .any, and thee. Reserve Credit .Provider, 'if any., and such. provisions shall be LAY;67863,4 ~~~~e +~1~ ®. ~ ~ ~ *T ~ 19 CSCDA MEMBER RESOLUTION lJ! - ^ j~ - enforceable by mandamus or any other appropriate 'suit, action' or proceeding at law or in equity in any court. of competent jurisdiction, and shall. be irrepealable. Section 19. Limited Liatility. `Notwithstanding anything to the contrary contained herein or in the Note or in any other document :mentioned herein or related to the Note or to any Series of Bonds to whch,the Note may be assigned:,; the Local .Agency shall .not .have: any liability hereunder or by reason hereof or in connection with the transactions contemplated hereby except to the extent' payable from moneys available therefor as set forth in Section 8 hereof. Section 20'. Amendments. At any time or from time to time, the Local Agency .may adopt one or more Supplemental Resolutions with the written consents of the Authority, the Credit Provider-, if any, and the Reserve Credit Provider.: if any,, but without the necessity for consent of the owners of the Note or of. the Bonds issued in connection with the Notes for any one or more of the following purposes: (A) to add to the covenants and agreements of the Local Agency in this. Resolution, other covenants and agreements to be observed by the Local Agency which are not contrary to or inconsistent with this Resolution as theretofore in effect; (B) to add to the 1imitatons and restrictions in this Resolution, other .limitations and restrictions to be .observed by the Local Agency which are not contrary to or inconsistent with this Resolution as theretofore, in effect; (C) to confirm, as further assurance; any pledge under, and the subjection to any.lien or pledge ereated~or to be created by, this Resolution,. of any monies., securities or .funds; or to establish any additional funds or accounts to be held under this Resolution; (D) to cure any ambiguity, supply any omission, or cure or correct ..any defect or .:inconsistent provision in this ;Resolution; or (E) to .amend or ,supplement this Resolution in any other respect; provided, however, that any such'Supplemental Resolution does not adversely affect the interests of the owners' of the Note or of the Bonds issued in connection with'the Notes. Any modifications or amendment of this Resolution and of the. rights and obligations of the Local. Agency and of the owners; of the: Note or of'the Bonds issued in connection with the Notes may be made: by a Supplemental Resolution, with the'. written consent of the owners of at least a majority in. principal amount of the Note or of the Bonds issued in connection with the Notes outstanding at the,time such consent is given; provided;; however; that if such modification or amendment will, by its terms., not take .effect so long as the Note or any Bonds issued in connection with the Notes remain outstanding, the consent of the owners. of such. Note or of such. Bonds shall :not be required. No such modification or amendment shall permit a change in the maturity of the Note or a reduction of the principal amount thereof or an extension 'of the time. of any payment thereon or :a reduction of the rate of interest thereon, or a change in; the date qr ,amounts of the pledge set forth in this. Resolution, without the consent of the owners of such Note or°the owners of the Bonds issued in connection with the Notes, or shall reduce the percentage of the Notes or .Bonds the; consent of the owners of which is required to effect any such modification or amendment,. or shall change or modify any of the rights or obligations of the Trustee or Paying Agent, as applicable, without its written assent thereto. LA1-67863.4 ~a~~®, g 4 ~• ~ ~ ~ ~ 2 Q CSCDA MEMBER RESOLUTION Section 21. Severabilitv. In the event any provision of this Resolution shall be held invalid or unenforceable by any court of competent. jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 22. Appointment of Bond Counsel. The law firm of Orrick, Herrington & Sutcliffe, Los Angeles, California is hereby appointed as Bond Counsel for the Program. Section 23. Appointment of Underwriter. Sutro & Co. Incorporated, Los Angeles, California, is hereby appointed as underwriter for the Program. adoption. Section 24. Effective Date. This Resolution shall take effect from and after its date of Section 25. Resolution Parameters . (A) Name of Local Agency: CITY OF PETALUMA (B) Maximum Amount of Borrowing. X4,0011,000 (C) Authorized Representatives: TITLE 1. City Manager 2. Finance Director 3. City Clerk Under the power and authority conferred upon this Council by the Charter of said City. REFERENCE: I hereby certify the' foregoing Resolution was introduced and adopted by the Approved as to y ) ~iX meeting form Council of the Cit of Petaluma at a (Regular d'ii on the .---16.th------------ day of .---•.........MaY ...................................... 1694_., by the ' following vote: --•• ......... ..:.. ....... .....•-••--• Ci y Attorne AYES: Sobel, Hamilton, Barlas, Shea, Vice Mayor Read, Mayor Hlligoss NOES: None ABSENT ATTEST None Nelson resigned 4/4/94) City Cl - 1Zr ti cil File-.. --- P'UTV CIT` CLE12K ~~n.~~~ ......~4--~-~-~.-.-~~.<~~5. EXHIBIT A [NAME OF LOCAL AGENCY] 1994-1995 TAX AND REV$NUE.ANTIGIPATION NOTE, [SERIES ~'~ Date of Interest Rate Maturity Date Original Issue REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS acknowledgesitseOR de LUE.RECEIVED, the Local Agency designated above (the "Local Agency"), bled to and promises to pay to the registered-owner identified above, or registered assigns, on the maturity date set forth above.; the .principal sum specified .above in lawful money of the United States of America; together--with interest thereon at the rate of interest specified above (the "Note Rate"). Principal. of and interest on this Note ;are payable iri such coin or currency of the United States as at the time of payment is ;legal: tender for payment of private and public debts, such principal and. interest to be paid upon surrender hereof at the principal corporate trust office of U.S. Trust Company of California, N.A. in Los Angeles, California, or its successor in trust (the ["Trustee°/"Paying Agent"]"~). Interest shall. be calculated on the `basis of. a 360-day year, consisting of twelve 30=day months, in like lawful money'from the date hereof until the .maturity date specified above and, if :funds are not provided for payment at maturity, thereafter on "th"e basis of a 360-day year .for actual days elapsed until payment in full of said principal sum. Both th'e principal of and interest on this Note shall'be payable only to the registered. owner hereof upon surrender: of this Note as the same shall. fall due; provided, however, no interest shall be payable for any period after maturity during which the holder hereof fails to properly present this Note for payment.. If. the Local Agency fails to pay this Note when due or the. Credit Provtder (as defined~in the Resoluton.hereinafter described and that certain Indenture of Trust, dated as of July 1:; .1994 (the ''Indenture"), by and. between the California Statewide Communities Development Authority and U.S. Trust Company of California, N.A., as trustee), if any, is not- reimbursed in"",full for the amount drawn on or paid pursuant to the Credit Instrument (as defined in the Resolution and the Indenture); tq pay all or a portion. (including the interest component, if applicable) of this Note on the date of such payment, this.Note. shall become a Defaulted Note (as defined in the Resolution and the Indenture,, including,. without limitation; that this Note as a Defaulted Note. (and any related reimbursement obligation with respect to a credit instrument) shall bear interest at the Default Rate, as defined in the Indenture). It is hereby certified; recited .and declared that this Note (the "Note") represents the authorized issue of the Note in the aggregate principal amount authorized, executed and delivered pursuant to and by authority of .certain resolutions of fhe. Local.. Agency duly passed and :adopted heretofore; under and by authority of Article 7.6 (cgmmencing with,Section 53850) of Chapter 4,'Part 1, Division 2, Title 5 of the California. Government Code {collectively, the "Resolution"), to all of the provisions and limitations of which the owner of this Note, by acceptance hereof, assents and agrees: The principal of the Note; together with the interest thereon, shall be payable from taxes,.. income; revenue, cash receipts and other:moneys which are. received by the Local Agency for the: general fund of the Local Agency and are attributable to. Fiscal Year 1994..-T995 and which are available for, payment thereof. t-1s security for the payment of the principal of'and interest on the Note., the,:Local Agency has pledged the. first amounts of unrestricted revenues of. "the Local Agency received on-the last day of January arid'May (and any amounts received.thereaft'er attributable to Fiscal Year 1994-1995:) until the amount on deposit in the [Payment Account%Payment Fund]'=`~ (as defined in the Resolution) in ~~ If more than one,Series of Bonds is issued under°the Program in Fiscal Year 1994-1995 and if the Note is pooled with notes issued by other Issuers (as defined in the Resolution). ~~~ Trustee if Note is pooled with notes of'other Issuers; Paying Agent if Note is marketed individually, the determination of which shall be made in the Pricing Confirmation. .~~~ Payment Account if Note is pooled with notes of other Issuers Payment Fund if Note is marketed individually. - •... LA1-67863:~~~®. 9 4 ®1 2 2 N C ~'~ "L A- 1 C$CDA MEMBER RESOLUTION each such; month, is equal to the corresponding percentages. of principal of and .interest due on the Note at maturity set; forth in .the. Pricing Confirmation. (as defined in the Resolution). (such pledged amounts being" hereinafter called the "Pledged Revenues"),, and the principal of'~the Note .and the .interest thereon shall constitute a first lien and ,charge thereon and' shall be payable_from the .Pledged Revenues, and to the extent.. not so paid. shall be' paid from any other moneys of the Local Agency "lawfully available therefor as set forth.in the Resolution... The full.'faith and credit of the. Local Agency is'not. pledged to the payment of the principal of or interest on this Note. This. Note is=transferable,. as provided by the~Resolution, -only upon the books of the Local g y p [ Paying Agent], by .the' registered owner hereof in person qr by s .duly authorized attorne f uh on surrender of this-Note"for transfer at the office of the [Trustee/Paying Y P Agent], duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the [Trustee/Paying .Agent] -duly executed by the registered owner hereof or its duly authorized attorney, -and upon payment of~ any tax, fee or other governmental charge required.. to be paid with respect to such transfer, a fully registered Note will. be .issued to the designated transferee or transferees. The Local .Agency and the [Trustee/Paying, Agent] may deem and treat he registered owner hereof as the absolute owner ..hereof "for the .purpose of .receiving payment of or on" account of principal hereof and interest:. due h"ereon and for all oilier purposes, and the Local Agency and the [Trustee/Paying Agent] shall not be affected by -any notice to the contrary. This Note shall, not be valid or become obligatory for any purpose until. the Certificate of Authentication and Registration hereon shall have been. sgned'by the [Trustee/Paying .Agent]. It is hereby certified ,that all of the .conditions, things and acts required to exist, to have happened .and to have been performed precedent to and liri the"" issuance: of this Note. do .exist, have happened and have. been performed, in due, time, form and manner°as required by-the Constitution and statutes of the State of'California and that the :amount of this Note; together with all other indebtedness of the Local Agency., ,does not: exceed any limit prescribed by the Constitution or statutes: of the State of California. IN WITNESS WHEREOF, the Legislative Body of the. Local .Agency has caused this Note to .be executed by the manual or facsimile sgiiature of a duly; Authorized Representative of the. Local Agency and countersigned by the manual or facsimile signature of the Secretary or Clerk of the Legislative Body as of the date of` authentication' set- forth below. [NAME OF LOCAL AGENCY] By Title: Countersigned By Title: LA1-67863.4 _ p,- 2 CSCDA MEMBER RESOLUTION ~E~O.94e A,22~C J CERTIFICATE OF AUTHENTICATION AND REGISTRATION .following date.: This` Note. is fhe Note mentioned i'ri ihe:~ within-mentioned Resolution authenticated on the U.S. TRUST COIvIPANY OF CALIFORNIA, N.A., as Trustee[/Paying Agent] BY AUTHORIZED REPRESENTATIVE ~~~~.g4®~~2NC~ _ LA•1-67863.4 A- 3 CSCDA MEMBER RESOLUTION ASSIGNMENT For Value Received,, the. undersigned, ,hereby sells;. assigns and transfers unto (Tax Identification or .Social Security No. the within Note and' all rights thereunder,; and .hereby irrevocably constitutes and .appoints attorney to transfer they within Note on the books ,.kept for registration thereof, with full power of substitution in the premises. Dated: NOTICE: The signature to this .assignment .must correspond with, the name as it appears upon 'the face of. th"e within Note in every particular, without :alteration or enlarge- ment or any change` whatever. Signature Guaranteed:. NOTICE: Signature(s) must be guaranteed by a .member .firm of fhe New York Stock .Exchange or-a commercial bank or trust company. ~~~®. 9.4 _ 12 2 N C S LA1-67863.4 A-4 CS,CDA MEM6ER RESOLUTION PURCHASE AGREEIVIENT THIS PURCHASE: ,AGREEMENT' (the ".Purchase Agreement"), dated as of the purchase date (the "Purchase Date") specified in Exhibit A .attached hereto and made a part hereof,. entered. into by and between each respective signatory local agency designated in Exhibit A; a municipal corporation, public agency or political subdivision. of the State. of California, as applicable (the. "Local Agency"), severally and not jointly, and the California Statewide Communities Development Authority (the "Authority"), for the. sale and delivery of the principal amount specified in Exhibit .A of the Local. Agency's 1994-1995 Tax and Revenue Anticipation -Note (thee "Note")'to be issued in conjunction with the notes of other ..Issuers (as hereinafter defined) participating in the Program (as hereinafter defined} as determined in the Pricing Confirmation (as .hereinafter defined). either (i) marketed individually or (ii) pooled with' notes of .other Issuers and .assigned. to secure a series (the "Series") of bonds (the "Bonds") designated in Exhibit A WI'I'NESSETH: WHEREAS, local .agencies. are authorized ly Sections 53850 to 5385.8, both inclusive, of the Government Code of the State of California (the "Act") (being Article 7.6, Chapter. 4; Part 1, Division 2, Title 5 of the Government Code) to borrow .money by the issuance of temporary notes; WHEREAS,, the legislative body of the Local Agency (the "Legislative -Body") has heretofore ado ted its resolution:findn that ahe Local A eric -needs fo borrow funds in its fis p g g y cal year ending June 30;'`1995 ("Fiscal Year 1`994-1995") in the principal amount.. set forth in. Exhibit A and that it is necessary that said sum be borrowed at this time by the :issuance. of a note therefor in anticipation of the receipt of taxes,, income, revenue, cash receipts and. other moneys to be received by the Local Agency during or attributable to Fiscal Year 1994-L995; WHEREAS, on the applicable resolution date setforth in Exhibit A, the Local Agency adopted (as specified in Exhibit A) a resolution (collectively or singularly, as applicable, the "Resolution") .authorizing the issuance and .sale of the Note in the name and bn behalf of the Local Agency; WHEREAS, the: Local Agency has determined .that it is in the best 'interests of the Local Agency to participate in the California Communities Cash :Flow Financing Program (the "Program"), whereby participating,local agencies. (the "Issuers'")will simultaneously'issue tax and revenue anticipation promissory notes for purchase by the Authority; WHEREAS, under- the Program; the Authority will form one or more pools of notes .(they ":Pooled' Notes'`).and assign each note.to a particular pool; (the "Pool'") and sell a Series ofBonds.secured by .each. Pool pursuant to an indenture between the Authority and U.S. Trust Company of~ California, N,A, (the "Trustee"),..and sell each' such Series to Sutro & Co. Incorporated, as 'representative of the underwriters of the ;Program (collectively, the. "Underwriter"), or, alternatively.; the Authority may sell any of the notes :individually (the "Separately Marketed Notes ") to the Underwriter; ®1994, Orrick, Herrington. & Sutcliffe. All rights reserved. ~~~o. 9 4- 12 2 N C LAI-67909.4 W1Ed)EREAS, as indicated in.Exhibit A, the Local Agencyhas confirmed whether its Note is:to be a,Pooled Note or a Separately Marketed Note; and.; if a Pooled Note, then the Local Agency by adopting the Resolution and by executing this Purchase Agreement has acknowledged and approved. the assignment of ts• Note to a particular Pool, Indenture and Series of Bonds determined by the Authority in its sole discretion, acting upon .the advice of t_he Underwriter; WHEI~AS, :as indicated in,Exhibit A, the payment by he Local Agency of its Note may be secured in whole or in part (jointly; but not severally,; with notes of the other participating Issuers assigned to the same Series of Bonds) by a letter of credit, policy of insurance, proceeds received from a separate bond issue 'issued' by t_he Authority for such purpose: (the "Reserve Fund") or other credit .instrument (collectively, the "Credit 'Instrument") to be issued by the entity or entities designated in Exhibit A as the credit provider (the ":Credit Provider"); WREAS, sucH .Credit Instrument. ;may b_e~ issued pursuant to a :reimbursement. agreement, commitment. letter, indenture or`other agreement (the "Credit Agreement") as identified in Exhibit A; WI~EREAS, in order to participate in the Program, the Local Agency has agreed to be .responsible for its share of-the fees and expenses of the Trustee., or• in~the; case of a Separately Marketed Note, U.S. Trust Company of California, N.A., aspaying agent ,(the "Paying Agent"), and, if applicable,. the Credit .Provider and the costs of issuing the Bonds, or mdiydua_1 note, as applicable, and the costs, if applicable, of issuing the Credit Instrument, whiefi anticipated fees, .expenses and costs of issuance will be deducted from the purchase price set forth in Exhibit A and which unanticipated fees, expenses. and costs of issuance will be billed to the Local Agency as the. same may arise; WI-~EER)FAS, the costs of :issuance which. will be deducted from the purchase price -set forth in Exhibit A for the- Local. Agency shall not exceed one percent (~l %) of the principal -amount of each Note; and WI-~REAS; pursuant to the Program, the Authority is submitting this offer to purchase the Note' pursuant to this Purchase .Agreement; N®W, THEItE>FORE, for ;good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto. agree as follows: Sectional. ,Obligation`to Purchase. Upon.the, terms and conditions and in reliance upon the :representations, warranties. and agreements set forth herein, the Authority shall purchase from, thee. Local Agency; and. the Local Agency shall sell to the Authority, the Note, as described herein and' in the Resolution: .Section. 2. Purchase. Price. The purchase price of the Note shall be the purchase price set forth in a pricing confirmation supplement to be delivered by the Underwriter on behalf of the Authority to the Local Agency on a date> within 10 days after actual ;pricing of the Note which, upon execution by the Local .Agency, shall be attaehed,hereto as :Exhibit A (the "Pricing Confirmation"): The Note shall -bear interest at an :interest rate per annum set forth in the Pricing .Confirmation,. which. is hereby agreed to by and. `between the Authority and the Local Agency by its duly authorized representative executing thi"s Purchase .Agreement on behalf of the Local .Agency. LA1-67909.4 RSO. g 4 - 12~.2r-~ ' ~;.., -_ ~~... Section. 3. Adjustments .to Principal. Amount of 'Note and Purchase Price. The: Authority and each Local Agency .hereby agree That fhe principal amount of the Note purchased by the. Authority and sold to the Authority by the Local .Agency pursuant to this. Purchase Agreement shah'be reduced, as determined by -the Authority and each Local Agency, based upon the advice of. Orrick, Herrington & Sutcliffe ("Bond Counsel'"), in order .that the proceeds produced from such .gale, of ,such. Note will be an amount which will not be subject to either (i) yield restriction (in order for interest to be excluded from.gross income under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code")) or (ii) a rebate requirement (under Section 148` of .the Code). The Authority and each Local Agency hereby further agree that- the purchase price of"thee Note shall be reduced as a result of the reduction of the principal amount of the Note as may be agreed. upon by the Authority and each Local Agency. Section 4. Delivery of and Payment for the Note:. The delivery of the Note (the "Closing") shall take place at 8:00 a.m., California time; Qn the closing date set forth. in the Pricing Confirmation or at such other time or .date as may be .mutualhy agreeable to the Local Agency, 'the Authority and the. Underwriter,. at the Los Angeles office,of~Orrick, Herrington & Sutcliffe or such other place as the Local, Agency, the; Authority and he Underwriter shall mutually agree. At the Closing; the Local Agency shall cause 'the Note to be delivered to the Authority; duly executed and., authenticated, together with the other documents hereinafter mentioned; and the proceeds of the purchase'price of`the Note set forth in the Pricing Confirmation shall be deposited .in an :amount indicated in the Pricing Confirmation as the Deposit to Proceeds Fund. which (i) in they. case where the: Note is a Pooled ;Note; shall be held by the Trustee for each Local Agency in the amount attributable to each such Local Agency under the.Indenture and;the remainder in the Costs of Issuance:Fund held thereunder, and (ii) in the case. where. the .Note is a Separately Marketed Note, shall be: held by the Paying Agent .for such Local Agency and the :remainder in the Costs. of Issuance Account`hel.d by the Paying .Agent. The Local Agency's: Note shall be made available to the Authority or the Underwriter'for inspection and, if the Note is a Separately Marketed Note, packaging, at `least 24 hours prior to the Closing. In the case of a Separately Marketed Note, the Local Agency shall cause to be delivered to the Underwriter as many copies of the final official statement, dafed as of the Purchase Date (the "Note Official :Statement"), as .the Authority or the Underwriter shall reasonably request as necessary to comply with paragraph (b)(4) of Rule 15c2-12 of the .Securities and Exchange Commission under the Securities Exchange Act of 193,4 (the "Rule.") and with Rule. G-32 and all. other rules of the Municipal Securities Rulemakng Board. The Local Agency shall cause to be delivered the Note Official Statement.. within seven.business days after the Purchase pate. -If; at any time'prigr to 90-days after. the Closing Date, any event occurs as a result of wfiich information relating to the Local Agency included in the Note Official Statement contains an untrue statement of a material fact or omits to state :any materiaLfact .necessary'to make the statements therein, .in light. of the circumstances under which they were made,, not. misleading, the Local` Agency shall promptly notify the Authority .and the Underwriter thereof, and if; in the opinion of the Authority or the Underwriter-, such event .requires the preparation. and publication :of a. supplement or amendment to the Note Official `Statement, .the Local Agency shall cooperate with the Authority and the Underwriter in. the preparation of an :amendment or supplement to the Note Official Statement in a form and 'in a °manne"r approved by the Authority .and the Underwriter, and all reason. able- expenses thereby incurred shall: be paid for by the Local Agency. The Underwriter shall give notice to the Local Agency on the date after which, the Underwriter has' no obligation to deliver the Note Official Statement pursuant to paragraph (b')(4) of the Rule and' the Underwriter shall .comply fully with subparagraph (b)(4)(ii) of the. Rule 'and to file the Note Official Statement with a :nationally recognized securities information. repository within.one business day after the Note Official Statement first becomes available. LA1-67909.4 3 R~~O.9 4 ° 12 2 In the case. of a Pooled Note, if at ;:any time ;prior to 90 days after the Closing. Date, any event occurs as a result of which information .relating. fo the Local Agency included in the official statement of the Authority relating to the Series of: Bonds to which the Note is assigned (the "Bond Official Statement") contains an untrue statement of a. material fact, or omits to state any material. fact necessary to make the statements therein in. light. of the eircuinstances under which they were made, not misleading„ the Local .Agency shall promptly notify the Authority and the Underwriter thereof, and if, in the opinion of the Authority or the Underwriter, such event requires the preparation and publication of a supplement or amendment to. the Bond Official Statement the Local Agency shall cooperate with the Authority and the Underwriter in thepreparation of an amendment or supplement to the Bond Official Statement in a form and in a manner approved by the Authority and the Underwriter, and all reasonable expenses incurred thereby shall be paid by the Underwriter. The Note Official Statement and Bond Official Statement are herein referred to as the "Official Statement. " Section 5. The Note, The Note shall 6e issued in registered form, without. coupons; in the full. principal amount set forth in Exhibit A. Section 6. 12epresentatons and Warranties of the Local Agency. The Local. Agency represents and warrants to the Authority and the Underwriter that: (a) All representations and warranties set forth in the Resolution are true,and .correct on the date hereof and are made for the .benefit of the Authority and the Underwriter as if 'set forth herein. (b) A copy of the Resolution"has been delivered to the Authority and the Underwriter., and the Resolution will not be amended or repealed without the consent of the Authority and the Underwriter, which consent will not be unreasonably withheld. Section 7. Conditions Precedent fo the Closing. Conditions precedent to the Closing are as follows: (a) The execution and delivery of the Note consistent with the Resolution. (b) Delivery of a legal. opinion addressed to the Local Agency (with a reliance Getter addressed to the Authority); dated the date of Closing, of Orrick, Herrington & Sutcliffe ("Bond .Counsel") with respect to the validity and tax-exempt status of the Note if it is a Separately Marketed Note and with respect to `the validity of the Note if it is a Pooled Note in form and substance acceptable to the Local Agency and its counsel. (c) Delivery of a legal opinion, dated the date of Closing, of counsel to the Local Agency, with respect to the-.:due authorization, execution and delivery of the Note, in form and substance acceptable to Bond Counsel. (d) In the case of a Pooled Note, approval by the Credit Provider of the credit of the Local Agency and •inclusion of the Local Agency's Note in the assignment, together with notes of other Issuers, to a Series of Bonds, to secure such. Series of Bonds, which approval in the event the Credit Instrument is-the Reserve Fund shall be evidenced by the issuance of an "SP-1+" rating with respect to the applicable Series of Bonds by Standard & Poor's Ratings Group. LA1-67909.4 4 ~~~Om 9 4 - 1 ~ ~ ~N C (e) Delivery of each. certificate,: document, instrument and opinion: required by the agreement between the-Authority and the. Underwriter- for',the sale by the Authority and purchase by the Underwriter of the Separately Marketed Note or the 'Series. of Bonds to which the' :Pooled Note is. assigned,, as the case may be. (f) Delivery of such other certificates.,.; instruments or opinions as Bond Counsel may deem necessary or desirable to .evidence the due authorizafion; execution and delivery of documents pertaining to this fransacfion and the legal, valid and• binding nature thereof or as may be required' by the Credit Agreement, as well as compliance of all parties with. the terms and conditions thereof. .Section 8. Events' Permitting the Authority to Terminate. The .Authority may terminate its obligation to purchase the Note at any time before the Closing if any of the following, occurs: (a) Any legislative, executive or regulatory action (including the introduction of legislation) or any court. decision which,. in the judgment.. of the Authority, casts sufficient doubt on the legality of or, in the case of a.Separately Marketed Note; the tax-exempt, status of interest on.oblgations such as the Note, and, in the case of: Pooled: Notes; the tax=exempt status of interest on obligations such as the Bonds, so as to .impair materially the marketability or to reduce materially the market price of such obligations; (b) Any action by the Securities. and Exchange .Commission or a court. which would require registration of the Note,, the Bonds or any instrument.; securing the Note or Bonds under the Securities Act of 1933, as amended, in connection with the public offering thereof, or qualification of the Resolution or the Indenture under aFe Trust Indenture Act of 1.939., as .amended; (c) Any restriction bn trading in securities, or any banking moratorium, or the inception or escalation of any war or major military hostilities which, in the judgment of the Authority, substantially impairs the ability of the Underwriter to .market the .Bonds; or (d) The Authorityterinnates its-obligation to purchase the Separately Marketed Note or the Series of Bonds to which the Note is assigned,, as' the case may be, pursuant to its agreement with the Authority for the purchase of such Separately Marketed Notes or Series of Bonds, as the case may be. Neither the Underwriter nor the Authority shall be :responsible for the payment of any fees, costs or expenses of the issuance, offering- and sale of the Local Agency's Note except. the Underwriter shall be responsible for California Debt Advisory Commission fees and. for its own internal costs. 'The fees, costs .arid expenses that are categorized in the "Costs of Issuance" definition 'in the Indenture shall' be paid from the Costs of Issuance Fund or, in, the case of a Separately Marketed. Note., from. the Costs of I,ssuance, Fund held by the Paying Agent. The Local Agency shall pay any additional costs attributable to it as set forth in xhe Resolution other than the fees, costs and expenses so payable from the applicable Costs of Issuance Fund. Section 9. Limited Lialiility. Notwithstanding anything to the contrary contained herein or in the. Notes or in -any other document mentioned' herein or related. to the Notes or to any Series of Bonds to which the Note may be',assigned, 'the Local Agency shall not have. any liability hereunder or by reason hereof or in connection herewith or with the transactions contemplated hereby except to the extent. payable from. moneys available therefor as set forth in Section 8 of the Resolution of the Local Agency. LA l -67909.4 5 ~~~® g 4 - 12 2 N ~ .. _ ,, ...ee.. ea..~+.o 'Sectionl0. Credit Agreement.. The 'Local Agency shall .comply with all lawful and`. proper requests of the Authority in order to enable. the Authority to comply- with all of the terms, conditions and covenants binding upon it under the Credit. Agreement. Section ll. Notices. Any notices to lie given to the Underwriter under- the. Purchase Agreement shall be given in writing: to Sutro: & Co. Incorporated, 555 South Flower Street, Suite 3400, Los Angeles, CA 90071, Attention: Catherine W. Bando. Any notices. to be given .to the Authority under the Purchase Agreement shall be given in writing to the Authority, 1100 ';K" Street,. Suite 101, Sacramento, CA 95814, Attention:. Secretary.. Any notices to be given to the.Local Agency _shall.be given in writing to the address- specified in Exhibit A. Section 12. No Assignment. The Purchase. Agreement has been made ly the Local Agency and the Authority, and no person other than the Local :Agency named in, ,Exhibit A sand the Authority or their successors ,or assigns and the Underwriter shall acquire or have any right .under or by virtue of the Purchase Agreement. All of the representations,. warranties and agreements contained in the Purchase .Agreement shall: survive the delivery of and payment by-the Authority for the Note and any termination of the Purchase Agreement.. Section 13. Applicable Law. The Purchase.Agreement shall be interpreted governed and enforced in accordance with the laws of the State of California. Section 14. Effectiveness. The Purchase Agreement shall become effective upon the execution hereof and execution of the Pricing Confirmation by the Local Agency, and the: Purchase Agreement, including the Pricing Confirmation, shall be valid; binding. and enforceable. from and. after the time of such effectiveness. Section 15. Severability. In the event -any provision of the Purchase Agreement shall be held invalid or unenforceable`by any court of competent jurisdiction; such holding shall not invalidate or render unenforceable any other provision hereof. Section 16: )FIeadines. Any headings preceding the text.of several sections hereof shall be solely for convenience of 'reference .and shall not constitute apart-of this. Agreement., nor shall they affect its meaning, construction or effect. LA1-67909.4 6 RE~O.9 4 - 12 2 ~ C Section 17. Execution::"ir- Counferparfs. This Purchase Agreement :may be. executed and entered into in_several .counterparts, each,of which shall'lie deemed an original, and.all of which shall constitute. but one and''the .same instrument; provided; however, that- each signatory Local Agency shall be bound. severally and only by and to the extent of the terms of Exhibit A applicable: to such. Local Agency, :as incorporated herein. IN WITNESS WHEREOF., the parties hereto have caused -this Purchase Agreement to be. executed. by their- duly authorized representatives as of the Purchase Date set .forth in ExYiibit A attached hereto and-incorporated herein. CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AiJTHORITY By LA1-67909.4 7 Member of the Commission of the Authority PESO.-9 4> ° 1.2 EXHIBIT A PRICING CONFIRMATION' SUPPLEMENT Name. of Local Agency: CITY OF PETALUMA Address of Local. Agency: Principal Amount: of Note: $ Interest Rate (Nofe Rate): Net Interest Cost (NIC): Default Rate: Purchase Price (including costs of issuance): Less: Costs of Issuance: Credit Instrument Cost: Deposit to Proceeds Account: Resolution Date of Local Agency: Purchase Date: Closing Date: Maturity 'Date: Repayment Date: First Pledge Month: Pledge Amount: Pledge-Percentage: .Second Pledge Month: Pledge Amount: Pledge Percentage: Reserve Requirement: Note marketed individually or ~ pooled with notes of other Issuers: Series :of Bonds to which Note will be assigned: Note/,Series .of Bonds. Secured by Credit Instrument: _ yes _ no Type of .Credit. Instrument: . Credit Provider: Credit .Agreement: If Credit Instrument is the Reserve Fund, is there a Reserve Credit Instrument? _ yes _ no LA 1-67909.4 A- I RED®e 9 4 m 12 ~ N ~ The undersigned Local Agency~offcer (the ".AuthorizedRepresentative") hereby certifies that such Authorized: Representative has reviewed the Purchase Agreement, dated the Purchase Date set forth on the first page of this Pr-icing Confirmation Supplement (the "Purchase Agreement"), by and between the Local Agency .and the California Statewide. Communities Development Authority, attached hereto and that: 1:. Capitalized terms not otherwise defined herein shall. have the meanings ascribed thereto in the Purchase Agreement. 2. The undersignedhas.been duly authorized by the Legislative.Body to execute this' Pricing Confirmation Supplement.-and take the other actions contemplated"herein. 3. Sale' of the Local Agency's Note as; contemplated in the Purchase Agreement; on the terms and conditions set forth .in, this Pr-icing Confirmation. Supplement, is hereby appr"oVed. 4. The represerifations, warranties and covenants set forth in Section. 6, : of the Purchase Agreement. and Section 11 of°the Local Agency's Resolution authorizing the Note are true and correct on and as of the date :hereof. 5. (a) ,As of the date hereof, the aggregate amount of all tax-exempt obligations ('including .any tax-exempt leases; but excluding private activity bonds); issued and to be issued by the Local Agency (and all subordinate entities of`the Local Agency) during the 1994 calendar year, including the:Note,.. is not reasonably expected to exceed $5,'000,000, or {b) the. Local .Agency will take all legally permissible steps. necessary to ensure Ghat. all. of the gross. proceeds of'the Note will be expended no later than the day that is six months after the date. of .issuance of the Note. so as to satisfy the. requirements of Section 148(4)(B) of the Internal Revenue Code of 1986. 6. I have reviewed the ~informafion relating to the Local Agency contained in the Preliminary Official .Statement, including the Appendices thereto, ,and,. on behalf of the Local Agency, the infbrmatiori contained therein relating to the; Local Agency does not: contain any untrue statement of a material fact. or omit, to state :any .material fact necessary o make the statements therein, in light of'the circumstances ,under which they were made, not misleading... 7. The Trustee is hereby authorizedao fill in any blank spaces contained in the Local Agency's Note, in conformity with Section 9 ~of the Resolution and this Pricing Confirmation Supplement. 8. I have reviewed the Indenture accompanying this Pricing Confirmation Supplement and approve all terms thereof and zany changes made o the form,approved pursuant to Section. 5 of the Resolution.. The Local .Agency acknowledges that the Authority is authorized to execute the Indenture.,, to assign the Note to the Trustee under the Indenture and .to issue the Series of Bonds. pursuant to the Indenture. 9. Theinformaton appearing in this Pricing Confirmation Supplement'is authorized to be inserted nto'the Note, .and upon the~completion of this Pr-icing Confirmation Supplement, said Note is authorized to be delivered to the Trustee. 10. Thin Pricing; .Confirmation Supplement .together with the Purchase Agreement, Certificate of,the Local Agency; the Note and the opinion~of counsel to the Local Agency shall be deemed delivered, concurrently with ;issuance of the Bonds, on July .6, 1994. LA1-67909.4 A-2 ~~~o g ~ o ~ ~ ~ N ~ 11." By having an Authorized Representative initial the box at the end of this Paragraph Number 11, the Local Agency certifies that, in connection with 'the issuance of the Note under the Resolution and after' reasonable inquiry, it is the reasonable expectation of the Local Agency that the aggregate amount of all tax-exempt obligations (excluding ,private activity bonds) issued or to be issued by the~Loca1 Agency during the 1994 calendar year, including-the Note, all other notes and bonds, and all tax-exempt leases, executed or. delivered during the 1994 calendar year will' not exceed $5;000,000. (See Section 3.8 of the Certificate of the Local Agency if the Local Agency is unable to make this certification.) : ............... . ...... . ................... ... .... IN WITNESS WHEREOF, the Purchase Agreement and the Pricing Confirmation Supplement is agreed and accepted to on the Purchase Date set forth above. CITY OF PETALUMA By Authorized Representative Please initial the box at the end of Section 4.9 only if applicable to the Local Agehcy. LA1-67909.4 A-3 ~~~®e 9 4 ®12 2 N' C